Common use of Remedies on Default Clause in Contracts

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be existing, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (ia) By notice in writing if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Borrower Indenture, the Issuer or the Trustee shall declare the unpaid indebtedness on the Loan and under this Agreement and the Notes all Installment Payments to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; andor (iib) Take whatever action the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, those instruments. Notwithstanding the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerforegoing, the Trustee (irrespective of whether the principal and interest of the Loan shall then not be due and payable as therein expressed obligated to take any step that in its reasonable opinion will or by declaration might cause it to expend time or money or otherwise incur liability unless and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove until a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay satisfactory indemnity bond has been furnished to the Trustee any amount due at no cost or expense to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) it. Any amounts collected pursuant to action taken under this Section 7.02 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 (except for amounts payable directly to the Issuer or the Trustee on behalf of the Issuer and their respective counselpursuant to Section 4.02, 5.02 or 7.04) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this SectionSection 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 rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever In the event any of the Bonds shall at the time be Outstanding and unpaid and provision for the payment thereof shall not have been made in accordance with the provisions of the Indenture, whenever any Event of Default referred to in Section 7.01 hereof shall have occurred happened and be continuingsubsisting, the Authority, with respect to those rights not assigned to the Trustee, as assignee or the Trustee, following acceleration of the Issuer, may, and, Bonds in the case accordance with provisions of an Event of Default under Section 7.01(i), (j) or (k) or at the direction 12.03 of the Significant BondholderIndenture where so provided, shallmay take any one or more of the following remedial steps: (ia) By notice The Trustee as provided in writing the Indenture may, at its option, or shall, to the Borrower extent required by the Indenture, declare the unpaid indebtedness on the Loan and all payments payable under this Agreement clauses (a) - (e) of Section 4.02 hereof and the Notes Note for the remainder of the term of this Participation Agreement to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and, whereupon the same shall become immediately due and payable. (iib) Take The Authority, with respect to those rights not assigned to the Trustee, or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as that may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, Participation Agreement or the Notes Note whether for specific performance of any covenant or any other Loan Document and/or any Bond Document. (b) In case agreement contained herein or therein or in aid of the pendency execution of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the samepower herein granted. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken If any such declaration of acceleration of the Bonds shall have been annulled pursuant to this Sectionthe terms of the Indenture and if, at any time after such declaration, but before all the Bonds shall have matured by their terms, all arrears of interest upon the Note, and interest on overdue installments of interest (to the extent enforceable under applicable law) at the rate or rates per annum specified for the Note and the principal of and premium, if any, on the Note which shall have become due and payable otherwise than by acceleration, and all other sums payable hereunder, except the principal of, and interest on, the Note which pursuant to such declaration shall have become due and payable, shall have been paid by or on behalf of the Company or provision satisfactory to the Trustee shall have been made for such payment, then such acceleration of the Note shall ipso facto be deemed to be rescinded and any such Event of Default and its consequences shall ipso facto be deemed to be annulled, but no such annulment shall extend to or affect any subsequent Event of Default or impair or exhaust any right or remedy consequent thereon.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) or (k) Lender may then, or at any time after the direction occurrence and during the continuation of the Significant Bondholdersuch Event of Default, shall: upon written notice to Operator, (i) By notice in writing to declare all of the Borrower declare Obligations immediately due and payable, and whereupon, the unpaid indebtedness on the Loan and under this Agreement and the Notes to Obligations shall be due and payable automatically and immediately, without further notice or demand, which Operator expressly waives, and upon any such declaration proceed to enforce payment of the same shall become and shall be immediately due and payableObligations; and (ii) Take whatever action at exercise all of the rights and remedies afforded to Lender (A) pursuant to the terms of this Agreement and/or any of the Loan Documents, (B) under the UCC, and/or (C) by law or and/or in equity (subject, however, to any limitations imposed by applicable law with respect to the Healthcare Assets); (iii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Operator thereto and shares of Operator therein being hereby assigned to Lender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by Lender, of the Obligations; (iv) require Operator to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties; and (v) without limiting the provisions of Section 1(c), apply, or instruct another Person to apply, to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, Lender may, upon written notice to Operator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Operator hereby constitutes and appoints Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for Lender to make a sale or other disposition of the Collateral, Lender and Operator agree that notice shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys’ and paralegal fees and other legal expenses incurred by Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral shall be (i) payable to Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. Operator further specifically agrees that, in any exercise of the rights of Lender under this Agreement or under any of the Loan Documents Documents, (i) any combination of the Collateral and/or any Bond Document as other security for the Obligations may appear be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, Operator hereby waiving the application of any doctrine of marshaling. Operator shall cooperate in any legal and lawful manner necessary or desirable required, to collect the payments permit Lender or its successors and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesassigns, or its nominee to exercise any right continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary or remedy or to enforce performance and observance of any obligation, agreement or covenant of required by the Borrower under this Agreement, state in which the Notes Project is located or any other Loan Document and/or any Bond Document. (b) In case of government authority with jurisdiction over the pendency of any receivershipProject, insolvencyincluding, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerbut not limited to, the Trustee (irrespective of whether the principal provision .of any and interest of the Loan shall then be due all information and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for data, the payment of overdue principal or interest) shall be entitled fees and empoweredother charges, and shallthe execution of documents, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making name of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements Operator. This power is coupled with an interest and advances is irrevocable. The rights and remedies of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken Lender under this Section 7.02 shall, after 9 are subject to the payment rights and remedies of First Lender under 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionFirst Mortgage Documents.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 shall have occurred happened and be continuingsubsisting uncured, any one or more of the following remedial steps may be taken: (1) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 11.02 of the Indenture, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By by notice in writing to the Borrower Company, shall declare the unpaid indebtedness all Loan Payments and amounts due on the Loan and under this Agreement and the Notes Note to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii2) Take whatever action The Authority or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, Agreement and the Notes or any other Loan Document and/or any Bond DocumentNote. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Authority or the Trustee, including counsel fees and expenses. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative Company shall fail forthwith to the Borrowerpay such amounts upon such demand, the Trustee (irrespective of whether shall be entitled and empowered to institute any actions or proceedings at law or in equity for the principal and interest collection of the Loan shall then be sums so due and payable as therein expressed unpaid. (c) In case there shall be pending proceedings for the bankruptcy or by declaration reorganization of the Company under the federal bankruptcy laws or otherwise and irrespective any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of whether the creditors or the property of the Company, the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Authority or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Authority or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counselsuch distribution. (cd) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to the Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section 7.02 shall, after the payment deduction of the costs Trustee’s charges 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture. No action taken , shall be paid as provided in Section 6.02(e) of the Indenture for transfers of remaining amounts in the Bond Fund. (e) The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration pursuant to this SectionSection 11.02 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to Subsection 6.2(a)(1); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) or (k) Lender may then, or at any time after the direction occurrence and during the continuation of the Significant Bondholdersuch Event of Default, shall: upon written notice to Operator, (i) By notice in writing to declare all of the Borrower declare Obligations immediately due and payable, and whereupon, the unpaid indebtedness on the Loan and under this Agreement and the Notes to Obligations shall be due and payable automatically and immediately, without further notice or demand, which Operator expressly waives, and upon any such declaration proceed to enforce payment of the same shall become and shall be immediately due and payableObligations; and (ii) Take whatever action at exercise all of the rights and remedies afforded to Lender (A) pursuant to the terms of this Agreement and/or any of the Loan Documents, (B) under the UCC, and/or (C) by law or and/or in equity (subject, however, to any limitations imposed by applicable law with respect to the Healthcare Assets); (iii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Operator thereto and shares of Operator therein being hereby assigned to Lender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by Lender, of the Obligations; (iv) require Operator to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties, and (v) without limiting the provisions of Section 1(c), apply, or instruct another Person to apply, to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, Lender may, upon written notice to Operator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Operator hereby constitutes and appoints Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for Lender to make a sale or other disposition of the Collateral, Lender and Operator agree that notice shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys’ and paralegal fees and other legal expenses incurred by Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral shall be (i) payable to Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. Operator further specifically agrees that, in any exercise of the rights of Lender under this Agreement or under any of the Loan Documents Documents, (i) any combination of the Collateral and/or any Bond Document as other security for the Obligations may appear be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, Operator hereby waiving the application of any doctrine of marshaling. Operator shall cooperate in any legal and lawful manner necessary or desirable required, to collect the payments permit Lender or its successors and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesassigns, or its nominee to exercise any right continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Xxxxxx, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary or remedy or to enforce performance and observance of any obligation, agreement or covenant of required by the Borrower under this Agreement, state in which the Notes Project is located or any other Loan Document and/or any Bond Document. (b) In case of government authority with jurisdiction over the pendency Project, including, but not limited to, the provision of any receivershipand all information and data, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled fees and empoweredother charges, and shallthe execution of documents, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making name of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements Operator. This power is coupled with an interest and advances of the Trustee, its agent and counselis irrevocable. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be existing, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (ia) By notice in writing if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Borrower Indenture, the Issuer or the Trustee shall declare the unpaid indebtedness on the Loan and under this Agreement and the Notes all Installment Payments to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; andor (iib) Take whatever action the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, those instruments. Notwithstanding the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerforegoing, the Trustee (irrespective of whether the principal and interest of the Loan shall then not be due and payable as therein expressed obligated to take any step that in its reasonable opinion will or by declaration might cause it to expend time or money or otherwise incur liability unless and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove until a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay satisfactory indemnity bond has been furnished to the Trustee any amount due at no cost or expense to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) it. Any amounts collected pursuant to action taken under this Section 7.02 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 (except for amounts payable directly to the Issuer or the Trustee on behalf of the Issuer and their respective counselpursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this SectionSection 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 rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever Subject to the provisions of Section 8.8 hereof, whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as the assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) may take any one or (k) or at the direction more of the Significant Bondholderfollowing remedial steps; provided that if the principal of all Bonds then Outstanding and the interest accrued thereon shall have been declared immediately due and payable pursuant to the provisions of Section 802 of the Indenture, shallall Loan Payments for the remainder of the Loan Term shall become immediately due and payable without any further act or action on the part of the Issuer or the Trustee and the Trustee may immediately proceed (subject to the provisions of Section 8.8 hereof) to take any one or more of the remedial steps set forth in subparagraph (b) of this Section: (ia) By written notice in writing to the Borrower (with a copy to the Credit Enhancer) declare the unpaid indebtedness on the all Loan and under this Agreement and the Notes Payments to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; , together with interest on overdue payments of principal and redemption premium, if any, and, to the extent permitted by law, interest, at the rate or rates of interest specified in the respective Bonds, without presentment, demand or protest, all of which are expressly waived. (iib) Take whatever other action at law or in equity equity, including causing the appointment of a receiver or under any of receivers for the Loan Documents Borrower and/or any Bond Document its assets, taking all actions necessary and appropriate to exercise or to cause the exercise the rights and powers set forth herein or in the Indenture, as may appear necessary or desirable to collect the payments and other amounts payable pursuant to this Loan Agreement then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce the performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, Loan Agreement or the Notes or any other Loan Document and/or any Bond Document. (b) Indenture. In case the enforcement of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerremedies provided in this Section, the Trustee (irrespective may treat all expenses of whether the principal enforcement, including reasonable legal, accounting and interest of the Loan shall advertising fees and expenses, as Additional Payments then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the sameBorrower. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall(other than payments on the Credit Facility) shall be paid to the Trustee and applied, after first, to the payment of the costs any costs, expenses and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances fees incurred or made by the Issuer or the Trustee on behalf as a result of the Issuer and their respective counseltaking such action and, next, any balance shall be paid used to satisfy any Loan Payments then due by payment into the Redemption Revenue Fund (unless otherwise provided in this Agreement) and applied in accordance with the Indenture and, then, to satisfy any other Additional Payments then due or to cure any other Event of Default. Notwithstanding the foregoing, the Trustee shall not be obligated to take any remedial action described in (b) above that in its opinion will or might cause it to expend time or money or otherwise incur liability, unless and until indemnity satisfactory to it has been furnished to the Trustee at no cost or expense to the Trustee. The provisions of this Section are subject to the Indenture. No action taken limitation that the annulment of a declaration that the Bonds are immediately due and payable shall automatically constitute an annulment of any corresponding declaration made pursuant to subparagraph (a) of this SectionSection and a waiver and rescission of the consequences of such declaration and of the Event of Default with respect to which such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent Default or impair any right consequent thereon. In the event any covenant, condition or agreement contained in this Loan Agreement shall be breached or any Event of Default shall have occurred and such breach or Event of Default shall thereafter be waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred Upon the occurrence and be continuing, during the Trustee, as assignee of the Issuer, may, and, in the case continuation of an Event of Default under Section 7.01(i)Default, (j) the Lender may, at its option and without any further demand or (k) or at the direction of the Significant Bondholder, shallnotice: (ia) By notice in writing to the Borrower declare all principal components of the unpaid indebtedness Loan Repayments, together with accrued interest thereon at the Default Rate from the immediately preceding Loan Repayment Date on the Loan and under this Agreement and the Notes which payment was made, to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall will immediately become and shall be immediately due and payable; and (iib) Take take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts Loan Repayments then due and or thereafter to become due hereunder or thereunder or under during the NotesTerm of this Loan Agreement, 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 provisions of the preceding clause (a) are subject to the condition that if, at any time after the principal components of the unpaid Loan Repayments have been so declared due and payable under the preceding clause (a), and before any judgment or decree for the payment of the moneys due have been obtained or entered, the Notes or any other Loan Document and/or any Bond Document. (b) In case Borrower deposits with the Lender a sum sufficient to pay all principal components of the pendency Loan Repayments which became due and payable prior to such declaration and all matured interest components (if any) of the Loan Repayments, with interest on such overdue principal and interest components calculated at the Default Rate, and a sum sufficient to pay all reasonable costs and expenses incurred by the Lender in the exercise of its rights and remedies hereunder, and any receivershipand all other defaults known to the Lender (other than in the payment of the principal and interest components of the Loan Repayments due and payable solely by reason of such declaration) have been made good, insolvencythen, liquidationand in every such case, bankruptcythe Lender shall, reorganization, arrangement, adjustment, composition or other judicial proceeding relative by written notice to the Borrower, the Trustee (irrespective of whether the principal rescind and interest of the Loan annul such declaration and its consequences. However, no such rescission and annulment shall then be due and payable as therein expressed extend to or by declaration shall affect any subsequent default, or otherwise and irrespective of whether the Trustee shall have made impair or exhaust any demand on the Borrower for the payment of overdue principal right or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselpower consequent thereon. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) or (k) Lender may then, or at any time after the direction occurrence and during the continuation of the Significant Bondholdersuch Event of Default, shall: upon written notice to Operator, (i) By notice in writing to declare all of the Borrower declare Obligations immediately due and payable, and whereupon, the unpaid indebtedness on the Loan and under this Agreement and the Notes to Obligations shall be due and payable automatically and immediately, without further notice or demand, which Operator expressly waives, and upon any such declaration proceed to enforce payment of the same shall become and shall be immediately due and payableObligations; and (ii) Take whatever action at exercise all of the rights and remedies afforded to Lender (A) pursuant to the terms of this Agreement and/or any of the Loan Documents, (B) under the UCC, and/or (C) by law or and/or in equity (subject, however, to any limitations imposed by applicable law with respect to the Healthcare Assets); (iii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Operator thereto and shares of Operator therein being hereby assigned to Lender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by Lender, of the Obligations; (iv) require Operator to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties, and (v) without limiting the provisions of Section 1(c), apply, or instruct another Person to apply, to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, Lender may, upon written notice to Operator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Operator hereby constitutes and appoints Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for Lender to make a sale or other disposition of the Collateral, Lender and Operator agree that notice shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys’ and paralegal fees and other legal expenses incurred by Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral shall be (i) payable to Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. Operator further specifically agrees that, in any exercise of the rights of Lender under this Agreement or under any of the Loan Documents Documents, (i) any combination of the Collateral and/or any Bond Document as other security for the Obligations may appear be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, Operator hereby waiving the application of any doctrine of marshaling. Operator shall cooperate in any legal and lawful manner necessary or desirable required, to collect the payments permit Lender or its successors and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesassigns, or its nominee to exercise any right continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary or remedy or to enforce performance and observance of any obligation, agreement or covenant of required by the Borrower under this Agreement, state in which the Notes Project is located or any other Loan Document and/or any Bond Document. (b) In case of government authority with jurisdiction over the pendency of any receivershipProject, insolvencyincluding, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerbut not limited to, the Trustee (irrespective of whether the principal provision .of any and interest of the Loan shall then be due all information and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for data, the payment of overdue principal or interest) shall be entitled fees and empoweredother charges, and shallthe execution of documents, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making name of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements Operator. This power is coupled with an interest and advances of the Trustee, its agent and counselis irrevocable. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever In the event any of the Bonds shall at the time be Outstanding and unpaid and provision for the payment thereof shall not have been made in accordance with the provisions of the Indenture, whenever any Event of Default referred to in Section 7.01 hereof shall have occurred happened and be continuingsubsisting, the Authority or the Trustee, as assignee following acceleration of the Issuer, may, and, Bonds in the case accordance with provisions of an Event of Default under Section 7.01(i), (j) or (k) or at the direction 12.03 of the Significant BondholderIndenture where so provided, shallmay take any one or more of the following remedial steps: (ia) By notice The Trustee as provided in writing the Indenture may, at its option, or shall, to the Borrower extent required by the Indenture, declare the unpaid indebtedness on the Loan and all payments payable under this Agreement clauses (a) - (e) of Section 4.02 hereof and the Notes Note for the remainder of the term of this Participation Agreement to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and, whereupon the same shall become immediately due and payable. (iib) Take The Authority or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as that may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, Participation Agreement or the Notes Note whether for specific performance of any covenant or any other Loan Document and/or any Bond Document. (b) In case agreement contained herein or therein or in aid of the pendency execution of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the samepower herein granted. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken If any such declaration of acceleration of the Bonds shall have been annulled pursuant to this Sectionthe terms of the Indenture and if, at any time after such declaration, but before all the Bonds shall have matured by their terms, all arrears of interest upon the Note, and interest on overdue installments of interest (to the extent enforceable under applicable law) at the rate or rates per annum specified for the Note and the principal of and premium, if any, on the Note which shall have become due and payable otherwise than by acceleration, and all other sums payable hereunder, except the principal of, and interest on, the Note which pursuant to such declaration shall have become due and payable, shall have been paid by or on behalf of the Company or provision satisfactory to the Trustee shall have been made for such payment, then such acceleration of the Note shall ipso facto be deemed to be rescinded and any such Default and its consequences shall ipso facto be deemed to be annulled, but no such annulment shall extend to or affect any subsequent Default or impair or exhaust any right or remedy consequent thereon.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 shall have occurred and be continuing, the TrusteeDirector, as assignee at any time, at the Director's election, may exercise any or all of any combination of the Issuerremedies conferred upon or reserved to the Director under this Loan Agreement, maythe Security Documents, andthe Note, any other Loan Document or any instrument or document collateral thereto, or now or hereafter existing at law, or in equity or b y statute. Subject to the case of an Event of Default under Section 7.01(i)foregoing, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedies may be exercised: (ia) By notice in writing to if none of the Borrower declare the unpaid indebtedness on proceeds of the Loan have been disbursed into the Escrow Account, the Director may terminate any and all of the Director's obligations under this Agreement and the Notes Commitment; (b) if the Loan has not been fully disbursed into the Escrow Account , the Director may terminate any and all of the Director's obligations under this Agreement and the Commitment to make any further advance of proceeds of the Loan into the Escrow Account; (c) if the Escrow Funds have not been fully disbursed from the Escrow Account, the Director may terminate any and all of the Director's obligations under this Agreement and the Commitment, to approve or permit any further disbursements from the Escrow Account and at the request of the Director, all amounts then held in the Escrow Account shall be due and payable immediately, and upon any such declaration disbursed to the same shall become and shall Director; (d) the Director may declare all payments under the Note to be immediately due and payable; and, whereupon the same shall become immediately due and payable; (iie) Take whatever action the Director may exercise any or all or any combination of the remedies specified in any Loan Document; (f) the Director may have access to, inspect, examine and make copies of the books and records, accounts and financial data of the Company; and/or (g) the Director may pursue all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder under this Agreement, the Security Documents, the Note or thereunder or under the Notesany other Loan Documents, or to exercise any right or remedy or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselDocuments. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred Upon the occurrence and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case continuation of an Event of Default under Section 7.01(i(other than an Event of Default described in SECTION 9.1 (E) and (F)), (j) or (k) or at the direction of the Significant BondholderRequired Purchasers, shall: (i) By notice in writing subject to the Borrower Subordination Agreement, may, in their sole discretion, but shall not be obligated to, declare all amounts payable by the unpaid indebtedness on the Loan and Company under this Agreement and the Notes to be forthwith due and payable, including, without limitation, costs of collection (including reasonable attorneys' fees if collected by or through an attorney at law or in bankruptcy, receivership or other judicial proceedings) and the same shall thereupon become immediately due and payable immediatelywithout demand, presentment, protest or further notice of any kind, all of which are hereby expressly waived, and upon may exercise all of its rights and remedies under the Loan Documents or under applicable law. (b) Upon the occurrence of any such declaration Event of Default set forth in clause (E) or (F) above, without any notice to the same shall become and Company or any other act by the Required Purchasers, all amounts payable by the Company under the Notes, including, without limitation, all costs of collection (including reasonable attorneys' fees if collected by or through an attorney at law or in bankruptcy, receivership or other judicial proceedings) shall be immediately due and payable; and, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company. (iic) Take whatever action No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary by statute. No delay or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to exercise any remedy or reserved to enforce performance and observance of any obligation, agreement or covenant of the Borrower under Purchaser in this Agreement, the Notes or it shall not be necessary to give any notice, other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of than such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents notice as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselherein expressly required. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Upon the occurrence of an Event of Default, the Lender may (i) terminate the Line of Credit Loan Facility and all other obligations of the Lender to the Borrower, including, without limitation, all obligations to make Borrowings under this Agreement, and (ii) declare the Line of Credit, including principal and accrued interest payable in full ninety (90) days after such declaration. Upon the occurrence of such an Event of Default, interest will begin to accrue immediately at the Default Rate and shall be payable in full with each principal payment made pursuant to this Section 8.02(a). (b) Upon the occurrence of an Event of Default referred to described in Section 7.01 shall have occurred 8.01(f) or (g), (i) the Line of Credit Loan Facility and be continuing, the Trustee, as assignee all other obligations of the IssuerLender to the Borrower, mayincluding, without limitation, all obligations to make Borrowings under this Agreement, shall terminate automatically and (ii) the Line of Credit, including principal and accrued interest, shall be immediately due and payable, without presentment, demand, protest, or any other notice of any kind, all of which are expressly waived. (c) Upon the occurrence of an Event of Default and acceleration of the Line of Credit as provided in (a) or (b) above, and, in the case of an Event of Default under Section 7.01(isubsection (a), (j) or (k) or at the direction expiration of the Significant Bondholder90 day standstill period, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and Lender may pursue any remedy available under this Agreement and Agreement, under the Notes to be due and payable immediatelyNote, and upon or under any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action other Loan Document, or available at law or in equity or equity, all of which shall be cumulative. The order and manner in which the rights and remedies of the Lender under any of the Loan Documents and/or any Bond Document as and otherwise may appear necessary or desirable to collect be exercised shall be determined by the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond DocumentLender. (bd) In case Upon the occurrence of a Termination Default (as defined in Section 8.01(n)), Borrower shall repay the Line of Credit Loan Facility within ninety (90) days of the pendency of any receivershipdate the Asset Purchase Agreement is terminated. (e) All payments with respect to this Agreement received by the Lender shall be applied first, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled accrued and empowered, and shall, at the written direction unpaid fees of the Significant BondholderLender, if any, by intervention second, to the payment of accrued and unpaid interest on the Note, to and including the date of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensationapplication, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Ownersthird, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment of the costs and expenses unpaid principal of the proceedings resulting in Note, and fourth, to the collection payment of such moneys and all other amounts then owing to the Lender under the Loan Documents. No application of the expensespayments will cure any Event of Default or prevent acceleration, liabilities and advances incurred or made by continued acceleration, of amounts payable under the Issuer Loan Documents or prevent the Trustee on behalf exercise, or continued exercise, of rights or remedies of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionLender hereunder or under applicable law.

Remedies on Default. (a) Whenever Upon any Event of Default referred to and upon demand by the Secured Parties representing a Majority in Section 7.01 shall have occurred and be continuingInterest, the Trustee, as assignee Obligor agrees immediately to assemble the Collateral and make it available to the Secured Parties at the place and time designated in such demand. The Secured Parties shall be entitled to immediate possession of the Issuer, Collateral and the Secured Parties may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: : (i) By notice in writing to enter any premises where any Collateral may be located for the Borrower declare the unpaid indebtedness on the Loan purpose of assembling or taking possession of and under this Agreement removing same and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law sell, assign, lease or in equity or under any otherwise dispose of the Loan Documents and/or Collateral or any Bond Document part thereof, either at public or private sale acceptable to the Secured Parties. Any Secured Party may, in its discretion and as it may appear necessary deem advisable, bid or desirable to collect become the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notespurchaser at any such sale described in clause (ii) above, or to exercise free from any right of redemption (which is hereby expressly waived by the Obligor). Until any such sale, the Secured Parties may store the Collateral on the premises where it is located when seized, and if said premises are the property of the Obligor, the Obligor agrees not to charge the Secured Parties for storage thereof for a period of ninety (90) days before or remedy after sale or to enforce performance disposition of said Collateral. The Secured Parties will give the Obligor reasonable notice of time and observance place of any obligation, agreement public sale or covenant the time after which any private sale or other intended disposition will be made. The requirement of reasonable notice shall be met if such notice is mailed to the Obligor at least five (5) days before the time of the Borrower under this Agreement, the Notes sale or any other Loan Document and/or any Bond Documentdisposition. (b) In case of The net cash proceeds resulting from the pendency of any receivership, insolvencycollection, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition sale or other judicial proceeding relative disposition of the Collateral shall be applied: first to the Borrowerexpenses (including all attorneys’ fees) of preparing for sale, storing, processing, selling, collecting, and/or liquidating the Trustee (irrespective of whether Collateral and the like; second to the Secured Parties, for the principal and interest due under the Notes in an amount equal to their respective pro rata portions of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) such proceeds. The Obligor shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments liable to the Trustee, and, in the event that the Trustee Secured Parties and shall consent to the making of such payments directly to the Owners, to pay to the Trustee Secured Parties on demand any amount due deficiency which may remain after such sale, disposition, collection or liquidation of Collateral, and the Secured Parties in turn agree to it for remit to the reasonable compensationObligor, expensesor other such persons as their interests may appear, disbursements and advances of the Trustee, its agent and counselany surplus remaining after all such liabilities have been paid in full. (c) Any amounts collected pursuant to action taken under this Section 7.02 shallUpon the request of the Secured Parties representing a Majority in Interest, after the payment occurrence of any Event of Default, any proceeds of accounts, accounts receivable or inventory constituting Collateral received by the Obligor, whether in the form of cash, checks, notes or other instruments, shall be held in trust by the Obligor in favor of the costs Secured Parties and expenses the Obligor shall deliver said proceeds daily to the Secured Parties, without commingling, in the identical form received. (d) In the event the Secured Parties seek to take possession of any or all Collateral by court process, the Obligor hereby irrevocably waives any bonds and any surety or security relating thereto required by any statute, court rule or otherwise as an incident to such possession, and waives any demand for possession prior to the commencement of any suit or action to recover with respect thereto and waives the right to demand a jury in any action in which any of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionSecured Parties is a party.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be subsisting uncured, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (i) By If acceleration of the principal amount of the Bonds has been declared pursuant to Section 11.2 of the Indenture, the Trustee, by notice in writing to the Borrower Company, shall declare the unpaid indebtedness all Loan Payments and amounts due on the Loan and under this Agreement and the Notes Note to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii) Take whatever action The Authority or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, Agreement and the Notes or any other Loan Document and/or any Bond DocumentNote. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Authority or the Trustee, including counsel fees and expenses. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative Company shall fail forthwith to the Borrowerpay such amounts upon such demand, the Trustee (irrespective of whether shall be entitled and empowered to institute any actions or proceedings at law or in equity for the principal and interest collection of the Loan shall then be sums so due and payable as therein expressed unpaid. (c) In case there shall be pending proceedings for the bankruptcy or by declaration reorganization of the Company under the federal bankruptcy laws or otherwise and irrespective any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of whether the creditors or the property of the Company, the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Authority or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Authority or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counselsuch distribution. (cd) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until it has been provided with security or indemnity satisfactory to it. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section 7.02 shall, after the payment deduction of the costs Trustee’s charges 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture. No action taken , shall be paid as provided in Section 6.2(e) of the Indenture for transfers of remaining amounts in the Bond Fund. (e) The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration pursuant to this SectionSection 11.2 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to Section 6.2(a)(i) hereof; provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. (f) If a waiver of any event of default under the Company Mortgage Bonds or any annulment or rescission of any acceleration of Company Mortgage Bonds occurs in accordance with the provisions of the Company Indenture, such waiver, annulment or rescission shall constitute an automatic waiver, annulment or rescission of the Event of Default described in Section 6.1(e) hereof and an automatic annulment and rescission of any resulting acceleration of the Note.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee may take any one or more of the following remedial steps: (a) By written notice to the Company, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of may declare an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and the Notes 2016 Series A Bonds then Outstanding to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer, may have access to and inspect, examine, and make copies of the books and records and any and all accounts, data, and income tax and other tax returns of the Company. (c) The Trustee, on behalf of the Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement agreement, or covenant of the Borrower Company under this Agreement, including any remedies available in respect of the Notes or any other Loan Document and/or any Bond Document. (b) First Mortgage Bonds. In case there shall be pending a proceeding of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition nature described in Section 9.1(c) or other judicial proceeding relative to the Borrower(d) hereof, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including a receiver, assignee, trustee, or liquidator, sequestrator (or other similar official) of the Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after 9.2 (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2016 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of the Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2016 Series A Bonds, and all other liabilities of the Company accrued and to accrue hereunder or under the Indenture through final payment of the 2016 Series A Bonds have been paid, such amounts so collected shall be paid to the Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) or (k) Lender may then, or at any time after the direction occurrence and during the continuation of the Significant Bondholdersuch Event of Default, shall: upon written notice to Operator, (i) By notice in writing to declare all of the Borrower declare Obligations immediately due and payable, and whereupon, the unpaid indebtedness on the Loan and under this Agreement and the Notes to Obligations shall be due and payable automatically and immediately, without further notice or demand, which Operator expressly waives, and upon any such declaration proceed to enforce payment of the same shall become and shall be immediately due and payableObligations; and (ii) Take whatever action at exercise all of the rights and remedies afforded to Lender (A) pursuant to the terms of this Agreement and/or any of the Loan Documents, (B) under the UCC, and/or (C) by law or and/or in equity (subject, however, to any limitations imposed by applicable law with respect to the Healthcare Assets); (iii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Operator thereto and shares of Operator therein being hereby assigned to Lender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by Lender, of the Obligations; (iv) require Operator to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties, and (v) without limiting the provisions of Section 1(c), apply, or instruct another Person to apply, to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, Lender may, upon written notice to Operator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Operator hereby constitutes and appoints Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for Lender to make a sale or other disposition of the Collateral, Lender and Operator agree that notice shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys’ and paralegal fees and other legal expenses incurred by Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral shall be (i) payable to Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. Operator further specifically agrees that, in any exercise of the rights of Lender under this Agreement or under any of the Loan Documents Documents, (i) any combination of the Collateral and/or any Bond Document as other security for the Obligations may appear be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, Operator hereby waiving the application of any doctrine of marshaling. Operator shall cooperate in any legal and lawful manner necessary or desirable required, to collect the payments permit Lender or its successors and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesassigns, or its nominee to exercise any right continue to operate and maintain the Healthcare Facility for the Approved Use in Operator’s name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Lender, its successors and assigns, as Operator’s true and lawful attorney-in-fact, to do all things necessary or remedy or to enforce performance and observance of any obligation, agreement or covenant of required by the Borrower under this Agreement, state in which the Notes Project is located or any other Loan Document and/or any Bond Document. (b) In case of government authority with jurisdiction over the pendency of any receivershipProject, insolvencyincluding, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerbut not limited to, the Trustee (irrespective of whether the principal provision .of any and interest of the Loan shall then be due all information and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for data, the payment of overdue principal or interest) shall be entitled fees and empoweredother charges, and shallthe execution of documents, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making name of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements Operator. This power is coupled with an interest and advances is irrevocable. The rights and remedies of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken Lender under this Section 7.02 shall, after 9 are subject to the payment rights and remedies of First Lender under 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionFirst Mortgage Documents.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 shall have occurred happened and be continuingsubsisting uncured, any one or more of the following remedial steps may be taken: (1) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 11.02 of the Indenture, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By by notice in writing to the Borrower Company, shall declare the unpaid indebtedness all Loan Payments and amounts due on the Loan and under this Agreement and the Notes Note to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii2) Take whatever action The Authority or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, Agreement and the Notes or any other Loan Document and/or any Bond DocumentNote. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Authority or the Trustee, including counsel fees and expenses. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative Company shall fail forthwith to the Borrowerpay such amounts upon such demand, the Trustee (irrespective of whether shall be entitled and empowered to institute any actions or proceedings at law or in equity for the principal and interest collection of the Loan shall then be sums so due and payable as therein expressed unpaid. (c) In case there shall be pending proceedings for the bankruptcy or by declaration reorganization of the Company under the federal bankruptcy laws or otherwise and irrespective any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of whether the creditors or the property of the Company, the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Authority or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Authority or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counselsuch distribution. (cd) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to the Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section 7.02 shall, after the payment deduction of the costs Trustee’s charges 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture. No action taken , shall be paid as provided in Section 6.02(e) of the Indenture for transfers of remaining amounts in the Bond Fund. (e) The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration pursuant to this SectionSection 11.02 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to Subsection 6.2(a)(1); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. (f) If a waiver of any event of default under the Senior Secured Bonds or any annulment or rescission of any acceleration of Senior Secured Bonds occurs in accordance with the provisions of the Company Indenture, such waiver, annulment or rescission shall constitute an automatic waiver, annulment or rescission of the Event of Default described in Section 6.1(d) hereof and an automatic annulment and rescission of any resulting acceleration of the Note.

Remedies on Default. (a) Whenever In case any Event one or more of the Events of Default referred to in Section 7.01 shall have occurred and be continuing, and whether or not the Trustee, as assignee maturity of the IssuerLoans shall have been accelerated pursuant hereto, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing Administrative Agent may proceed to the Borrower declare the unpaid indebtedness on the Loan protect and under this Agreement enforce its rights and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower remedies under this Agreement, the Notes or any of the other Loan Document and/or any Bond Document. (b) In case of Documents by suit in equity, action at law or other appropriate proceeding, whether for the pendency specific performance of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition covenant or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower agreement contained in accordance with this Agreement and the other Loan Documents and or any instrument pursuant to file such other papers or documents as may be necessary or advisable in order to have which the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the TrusteeObligations 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 Agents or the Lenders. 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. If any Event of Default shall occur and be continuing, on the event Business Day that the Trustee shall consent to Lead Borrower receives notice from the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 Administrative Agent or the Trustee on behalf Required Revolving Credit Lenders demanding the deposit of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken cash collateral pursuant to this Sectionparagraph, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent at the request of the Lead Borrower and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Collateral Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held first for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time and thereafter be applied to satisfy other Obligations of the Borrowers under this Agreement.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred Upon the occurrence and be continuing, during the Trustee, as assignee of the Issuer, may, and, in the case continuance of an Event of Default under Section 7.01(i)Default, (j) or (k) or at RBL shall have the direction rights and remedies of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower a secured party under this Agreement, under any other instrument or agreement securing, evidencing or relating to the Notes Obligations and under the law of the State of New York or any other Loan Document applicable state law. Without limiting the generality of the foregoing, RBL shall have the right, during the continuance of an Event of Default, to set off against any monies otherwise payable by RBL to Co-Borrowers and take possession of the Collateral and all books and records relating to the Collateral and for that purpose RBL may enter upon any premises on which the Collateral or books and records relating to the Collateral or any part thereof may be situated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur, Co-Borrowers expressly agree that, during the continuance of an Event of Default, RBL, without demand of performance or other demand, advertisement or notice of any kind to or upon Co-Borrowers or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any Bond Document. part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any of RBL's offices or elsewhere at such prices as RBL may deem best, for cash or on credit or for future delivery without assumption of any credit risk. RBL shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption. Co-Borrowers further agree, (a) at RBL's request, to assemble the Collateral and to make it available to RBL at such places as RBL may reasonably select and (b) In case to allow RBL to use or occupy Co-Borrowers’ premises, without charge, for the purpose of effecting RBL's remedies in respect of the pendency Collateral. RBL shall apply to the Obligations the net proceeds of any receivershipsuch collection, insolvencyrecovery, liquidationreceipt, bankruptcyappropriation, reorganization, arrangement, adjustment, composition realization or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shallsale, after the payment of the deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the proceedings resulting care or safekeeping of any or all of the Collateral or in any way relating to the collection rights of RBL. To the extent permitted by applicable law, Co-Borrowers waive all claims, damages and demands against RBL arising out of the repossession, retention, sale or disposition of the Collateral and agrees that RBL need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such moneys and matters. Co-Borrowers shall remain liable for any deficiency if the proceeds of any sale or disposition of the expenses, liabilities Collateral are insufficient to pay the Obligations and advances incurred or made by shall also be liable for the Issuer or the Trustee on behalf costs of collecting any of the Issuer and their respective counsel, be paid into Obligations or otherwise enforcing the Redemption Fund (unless otherwise provided in terms thereof or of this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section, including, without limitation, reasonable attorneys' fees.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 shall have occurred happened and be continuingsubsisting uncured, any one or more of the following remedial steps may be taken: (1) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 9.02 of the Indenture, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By by notice in writing to the Borrower Company, shall declare the unpaid indebtedness all Loan Payments and amounts due on the Loan and under this Agreement and the Notes Note to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii2) Take whatever action The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, Agreement and the Notes or any other Loan Document and/or any Bond DocumentNote. (b) The Company covenants that, in case it shall fail to pay or cause to be paid any Loan Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the reasonable costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Issuer or the Trustee, including counsel fees and expenses. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative Company shall fail forthwith to the Borrowerpay such amounts upon such demand, the Trustee (irrespective of whether shall be entitled and empowered to institute any actions or proceedings at law or in equity for the principal and interest collection of the Loan shall then be sums so due and payable as therein expressed unpaid. (c) In case there shall be pending proceedings for the bankruptcy or by declaration reorganization of the Company under the federal bankruptcy laws or otherwise and irrespective any other applicable law, or in case a receiver or trustee shall have been appointed for the benefit of whether the creditors or the property of the Company, the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Issuer or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Issuer or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counselsuch distribution. (cd) Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to the Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Debt Service collected pursuant to action taken under this Section 7.02 shall, after the payment deduction of the costs Trustee’s charges 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture. No action taken , shall be paid as provided in Section 5.02(d) of the Indenture for transfers of remaining amounts in the Bond Fund. (e) The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration pursuant to this SectionSection 9.02 of the Indenture that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to Section 6.2(a)(1); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever If any Event of Default referred shall occur and be continuing, Holders may exercise, in addition to all other rights and remedies granted to it in Section 7.01 this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of secured parties under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event Holders, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, for cash or on credit or for future delivery without assumption of any credit risk. Holders shall provide ten (10) days prior notice of the time and place of any public or private sale. Holders shall have occurred the right, to the extent permitted by law, upon any such public sale or sales, and, upon such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company. (b) If any Event of Default shall occur and be continuing, the TrusteeCompany expressly agrees that Holders shall have the right at any time, as assignee of the Issuerand in their sole discretion, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to notify any persons obligated to the Borrower declare the unpaid indebtedness on the Loan Company to make payment directly to Holders of any and under this Agreement and the Notes to be all amounts due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselthereon. (c) Any amounts collected pursuant The Company also agrees to action taken under this Section 7.02 shallpay all reasonable costs of Holders, after the payment of the costs and expenses of the proceedings resulting in including reasonable attorneys' fees, incurred with respect to the collection of such moneys and any of the expenses, liabilities Obligations and advances incurred or made by the Issuer or the Trustee on behalf enforcement of the Issuer and their respective counsel, be paid into the Redemption Fund any of its rights hereunder. (unless d) Except as otherwise provided herein, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionAgreement or any Collateral.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or Issuer at the direction of the Significant BondholderBond Insurer, shallmay take any one or more of the following remedial steps: (ia) By written notice in writing to Company, the Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2007 Series A Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) . In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(c) or (d) above, insolvencyTrustee, liquidationupon direction by the Bond Insurer or the Bond Insurer itself, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2007 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2007 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2007 Series A Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be existing, (j) any one or (k) or at the direction more of the Significant Bondholderfollowing remedial steps may be taken: (a) if acceleration of the principal amount of a series of Bonds has been declared pursuant to Section 7.03 of the Indenture, shall: (i) By notice in writing the Issuer or the Trustee shall declare all Installment Payments to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, whereupon the same shall become immediately due and payable; and or (iib) Take whatever action the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy this Agreement or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, those instruments. Notwithstanding the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrowerforegoing, the Trustee (irrespective of whether the principal and interest of the Loan shall then not be due and payable as therein expressed obligated to take any step that in its reasonable opinion will or by declaration might cause it to expend time or money or otherwise incur liability unless and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay until satisfactory indemnity has been furnished to the Trustee any amount due at no cost or expense to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) it. Any amounts collected pursuant to action taken under this Section 7.02 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 (except for amounts payable directly to the Issuer or the Trustee on behalf of the Issuer and their respective counselpursuant to Section 3.05, 4.02, 5.02 or 7.04) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this SectionSection 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 rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon. Section 7.03.

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or Issuer at the direction of the Significant BondholderBond Insurer, shallmay take any one or more of the following remedial steps: (ia) By written notice in writing to Company, the Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2005 Series A Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, including, until the Notes or Release Date, any other Loan Document and/or any Bond Document. (b) remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(d) or (e) above, insolvencyTrustee, liquidationupon direction by the Bond Insurer or the Bond Insurer itself, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2005 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2005 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2005 Series A Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. Upon the happening of any Event of Default, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Security Instrument or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies: (a) Whenever Lender may accelerate all of Borrower's, Guarantor's and each Permitted Subsidiary's Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any Event kind or character (all of Default referred which are hereby waived by Borrower, Guarantor and each Permitted Subsidiary). (b) Lender may apply to in Section 7.01 shall have occurred any court of competent jurisdiction for, and be continuingobtain appointment without bond of, the Trustee, as assignee a receiver for any or all of the IssuerProperties. (c) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, maycredits, andmoney, securities or other property of Borrower, Guarantor and each Permitted Subsidiary now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, Guarantor and each Permitted Subsidiary, without notice to or the consent of Borrower, Guarantor or any Permitted Subsidiary. (d) Lender may enter into possession of any or all of the Properties and perform any and all work and labor necessary to complete any then pending construction at any or all of the Properties, including any construction of tenant improvements pursuant to executed Lease, and to employ watchmen to protect any or all of the Properties and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Security Instrument. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the case name of an Event of Default under Section 7.01(i), (j) Borrower or (k) or at the direction of the Significant Bondholder, shallLender: (i) By notice in writing to To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon purpose of completing any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under construction, including any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance construction of any obligationsuch tenant improvements, agreement whether or covenant of not in the Borrower under this Agreement, manner called for in the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal applicable plans and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; andspecifications; (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments reasonable additions and changes and corrections to the Trustee, and, any plans and specifications as shall be necessary in the event that the Trustee shall consent judgment of Lender to the making complete any construction, including any construction of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied tenant improvements in accordance with the provisions applicable Lease; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise on commercially reasonable terms all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the Indenturework or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may consider proper; (vii) To file for record, at Borrower's cost and expense and in Borrower's name, any notices of completion, notices of cessation of labor, or any other notices that Lender in its sole and absolute discretion may consider necessary or desirable to protect its security; and (viii) To do any and every other necessary act with respect to any such construction which Borrower may do in its own behalf. No action taken pursuant It is understood and agreed that this power of attorney shall be deemed to this Sectionbe a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with any construction at the Property, including any construction of tenant improvements, and to take such actions and to require such performance as Lender may deem necessary.

Remedies on Default. Upon the happening of any Event of Default, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Mortgage or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies: (a) Whenever any Event Lender may accelerate all of Default referred to in Section 7.01 shall have occurred Borrower’s Obligations under the Loan Documents , whether or not matured and be continuing, the Trustee, as assignee regardless of the Issueradequacy of any other collateral securing the Loan, maywhereupon such Obligations shall become immediately due and payable, andwithout notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Borrower). (b) Lender may apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for the Property. (c) Lender may set off the amounts due to Lender under the Loan Documents, whether or not matured and regardless of the adequacy of any other collateral securing the Loan, against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (d) Lender may enter into possession of the Property and perform any and all work and labor necessary to complete any construction at the Property, including any construction of tenant improvements, and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest and cannot be revoked, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the case name of an Event of Default under Section 7.01(i), (j) Borrower or (k) or at the direction of the Significant Bondholder, shallLender: (i) By notice To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of completing any construction, including any construction of tenant improvements, whether or not in writing the manner called for in the applicable plans and specifications; (ii) To make such additions and changes and corrections to any plans and specifications as shall be necessary or desirable in the judgment of Lender to complete any construction, including any construction of tenant improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title to the Borrower declare Property; (v) To execute all applications and certificates which may be required in the unpaid indebtedness name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as Lender may consider proper; (vii) To file for record, at Borrower’s cost and expense and in Borrower’s name, any notices of completion, notices of cessation of labor, or any other notices that Lender in its sole and absolute discretion may consider necessary or desirable to protect its security; (viii) To prosecute and defend all actions or proceedings in connection with any construction at the Loan and under this Agreement and the Notes to be due and payable immediatelyProperty, including any construction of tenant improvements, and upon any to take such declaration the same shall become actions and shall be immediately due and payableto require such performance as Lender may deem necessary; and (iiix) Take whatever action at law or To do any and every act with respect to any such construction which Borrower may do in equity or under any of the Loan Documents and/or any Bond Document as its own behalf. (e) Lender may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower all other rights and remedies under this Agreement, the Notes Loan Documents or any other Loan Document and/or any Bond Document. (b) In case at Law, equity or otherwise. Without limitation of the pendency foregoing, upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code (Title 11 of the United States Code, as in effect from time to time), any receivershipobligation of Lender to make advances shall automatically terminate, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to and the Borrower, the Trustee (irrespective of whether the unpaid principal and interest amount of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan outstanding and all interest and other amounts owed by payable hereunder and under the Borrower in accordance with this Agreement Note and the other Loan Documents shall automatically become due and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, andpayable, in the event that the Trustee shall consent to the making each case without further act of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselLender. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever Immediately upon the occurrence of any Event of Default referred to which has not been waived as provided in Section 7.01 shall have occurred and be continuingthis Agreement, the TrusteeAgent, as assignee provided in the Intercreditor Agreement, may: (a) remove from any premises where same may be located any and all documents, instruments, files and records (including the copying of any computer records), and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use (at the expense of the IssuerCompany) such of the supplies or space of the Company at the Company's place of business or otherwise, may, andas may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the case name of an Event the Company or Purchaser and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of Default under Section 7.01(i)payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Company or Purchaser; (jc) sell, assign and deliver the Accounts and any returned, reclaimed or (k) repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the direction Agent's sole option and discretion, and Purchaser may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests created pursuant to the Note Documents by any available judicial procedure, or to take possession of any or all of the Significant Bondholder, shall: (i) By notice in writing to Inventory and equipment without judicial process and enter any premises where any Inventory and equipment may be located for the Borrower declare purpose of taking possession of or removing the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payablesame; and (iie) Take whatever action at law revise, update, amend and otherwise complete the Trademark Security Agreement as Purchaser the Agent may determine to be necessary or desirable to, and file, record and register any or all of the Trademark Security Agreement and Patent Security Agreement with the United States Patent and Trademark Office in order to, assign and transfer the trademarks and patents covered thereby to any Person, including, without limitation, the Agent and/or the Purchaser. The Agent and the Purchaser shall have the right, without notice of advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory and equipment, whether in its then condition or after further preparation or processing, in the name of the Company or Purchaser, or in equity the name of such other party as the Agent may designate, either at public or under private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and Agent or the Purchaser shall have the right to purchase at any such sale. If any Inventory and equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and equipment in such saleable form as Agent shall deem appropriate. The Company agrees, at the request of the Agent, to assemble the Inventory and equipment and to make it available to the Agent at places which the Agent shall select, whether at the premises of the Company or elsewhere, and to make available to the Agent the premises and facilities of the Company or any Subsidiary for the purpose of the Agent's taking possession of, removing or putting the Inventory and equipment in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that five (5) days notice shall constitute reasonable notification and full compliance with the law. The Agent shall be entitled to use all Proprietary Rights and computer software programs and data bases used by the Company and its Subsidiaries in connection with their respective businesses or in connection with the Collateral. The net cash proceeds resulting from the Agent's exercise of any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments foregoing rights (after deducting all charges, costs and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesexpenses, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interestincluding reasonable attorneys' fees) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and applied ratably to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment of the costs Company's Obligations to Purchasers, whether due or to become due, in such order as the Agent may elect. The Company shall remain liable to Purchaser for any deficiencies, and expenses Xxxxxxxxx in turn agrees to remit to the Company or its successors or assigns, any surplus resulting therefrom to the extent any such surplus is paid to the Purchaser and it has the legal right to retain it. The enumeration of the proceedings resulting in foregoing rights is not intended to be exhaustive and the collection exercise of such moneys and any right shall not preclude the exercise of the expensesany other rights, liabilities and advances incurred or made by the Issuer or the Trustee on behalf all of the Issuer and their respective counsel, which shall be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectioncumulative.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee may take any one or more of the following remedial steps: (a) By written notice to the Company, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of may declare an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and the Notes 2017 Series A Bonds then Outstanding to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer, may have access to and inspect, examine, and make copies of the books and records and any and all accounts, data, and income tax and other tax returns of the Company. (c) The Trustee, on behalf of the Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement agreement, or covenant of the Borrower Company under this Agreement, including any remedies available in respect of the Notes or any other Loan Document and/or any Bond Document. (b) First Mortgage Bonds. In case there shall be pending a proceeding of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition nature described in Section 9.1(c) or other judicial proceeding relative to the Borrower(d) hereof, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including a receiver, assignee, trustee, or liquidator, sequestrator (or other similar official) of the Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after 9.2 (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2017 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of the Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2017 Series A Bonds, and all other liabilities of the Company accrued and to accrue hereunder or under the Indenture through final payment of the 2017 Series A Bonds have been paid, such amounts so collected shall be paid to the Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be subsisting, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (i1) By notice in writing If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Borrower Indenture, the Trustee shall declare the unpaid indebtedness on the all Loan and under this Agreement and the Notes Payments to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii2) Take whatever action The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder under this Agreement or thereunder or under the Notes, or to exercise any right or remedy Letter of Credit or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Issuer or the Trustee. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the pendency sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any receivershipother applicable law, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Issuer or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Issuer or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and advances of until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to the Trustee, its agent and counsel. (c) . Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Article X of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to this SectionSubsection 7.2(a)(1); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. Upon the occurrence and continuance of an Event of Default each Lender may by notice to the Borrower, (ai) Whenever terminate the Commitment, (ii) declare the Note, all interest thereon and all other amounts payable under this Agreement to be due and payable, whereupon the Commitment shall be terminated, the Note, all such interest and all such amounts shall become and be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors, (iii) proceed to enforce its rights whether by suit in equity or by action at law, whether for specific performance of any covenant or agreement contained in this Agreement or any other Loan Document, or in aid of the exercise of any power granted in either this Agreement or any other Loan Document, or (iv) proceed to obtain judgment or any other relief whatsoever appropriate to the enforcement of its rights, or proceed to enforce any other legal or equitable right which the Lender may have by reason of the occurrence of any Event of Default hereunder or under any other Loan Document, provided, however, upon the occurrence of an Event of Default referred to in Section 7.01 shall have occurred and be continuing6.1.9, the TrusteeCommitment shall be immediately terminated, as assignee of the IssuerNote, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan all interest thereon and all other amounts payable under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law payable without presentment, demand, protest or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance further notice of any obligationkind, agreement or covenant all of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed which are hereby expressly waived by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the sameGuarantors. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after 6.2 shall be applied to the payment of any costs incurred by the costs Lender in taking such action, including but without limitation reasonable attorneys fees and expenses expenses, to payment of the proceedings resulting in accrued interest on the collection of such moneys Note, and to payment of the expensesunpaid principal of the Note, liabilities and advances incurred or made in such order as is determined by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionLender.

Remedies on Default. Whenever any event of default under Section 9.1 of this Agreement shall have happened and be subsisting, any one or more of the following remedial steps may be taken; provided that in no event shall the Issuer or the Trustee be obligated to take any step (except as necessary to make timely draws on the Letter of Credit or the Confirming Letter of Credit) which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until satisfactory indemnity has been furnished to it: (a) Whenever The Issuer shall, at the written request of the Trustee if acceleration is declared pursuant to Section 9.02 of the Indenture, declare all Loan Payments and Additional Payments payable hereunder for the remainder of the term of this Agreement to be immediately due and payable, whereupon the same shall become immediately due and payable. (b) In the event any Event of Default referred to the Bonds shall at the time be outstanding and not paid and discharged in Section 7.01 shall have occurred and be continuingaccordance with the provisions of the Indenture, the TrusteeIssuer or the Trustee may have access to and inspect, as assignee examine and make copies of the Issuerbooks and records and any and all accounts, data and income tax and other tax returns of the Borrower, only, however, insofar as they pertain to the Project or Project Site or any portion thereof, or to the Borrower’s operations of the Project or at the Project Site. (c) The Issuer may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant BondholderBank, shall:pursue all remedies of a creditor under the laws of the State. (id) By notice in writing to The Issuer or the Borrower declare Trustee may, at the unpaid indebtedness on direction of the Loan and under this Agreement and the Notes to be due and payable immediatelyBank, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments Loan Payments and other amounts Additional Payments then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (be) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the The Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shallmay, at the written direction of the Significant BondholderBank, if any, by intervention of such proceeding exercise all remedies available under the Indenture. Any amounts collected as Loan Payments or otherwise, (i) To file applicable to Loan Payments and prove a claim for the whole amount any other amounts which would be applicable to payment of principal of and interest owing and unpaid any premium on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts Bonds collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid first to the Bank in satisfaction of any obligations of the Borrower to the Bank under the Reimbursement Agreement, then as provided in Section 6.13 of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the rescission or annulment of a declaration that all the Bonds outstanding under the Indenture are immediately due and payable shall also constitute rescission or annulment of any corresponding declaration made pursuant to paragraph (a) of this SectionSection and a waiver and rescission of the consequences of such declaration and of the event of default with respect to which such declaration had been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 6.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (ia) By shall, by notice in writing to the Borrower Company and each Credit Provider, declare the unpaid indebtedness on balance of the Loan and Repayment Installments payable under this Agreement and the Notes 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; andpayable as liquidated damages; (iib) Take may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (iic) To collect if applicable, shall immediately draw upon any Credit Facility constituting a letter of credit or otherwise realize moneys under any Credit Facility, if permitted by its terms and receive required by the terms of the Indenture, and apply the amount so drawn or realized in accordance with the Indenture and may exercise any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due remedy available to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) thereunder. 0000-0000-0000.5 Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, 6.2 shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionSection 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 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 Section 8.01 of the Indenture.

Remedies on Default. (a) A. Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee BI may take any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing steps: (i) By notice in writing declare all amounts payable hereunder and pursuant to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement Note and the Notes Rent Note to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and, without presentment, demand, protest, or notice of any kind, all of which are expressly waived hereby, anything in the Note, the Rent Note or this Agreement to the contrary notwithstanding; (ii) Take whatever take any action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or Note and the Rent Note and to enforce payment, performance and observance of any obligationobligations, agreement or covenant of Cogen hereunder or under the Borrower Note and the Rent Note; (iii) exercise all rights of Cogen under this Agreementthe Option Agreement and the SPF Lease; (iv) exercise any and all rights and remedies of a creditor under the Uniform Commercial Code or other applicable law; or (v) take all of Cogen's right, title and interest in and to the Notes Collateral and sell, assign, or otherwise dispose of the Collateral or Cogen's right, title and interest therein. In connection with any sale or other disposition, BI shall give Cogen and each Financier reasonable notice of the time and place of any public sale of such Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if notice of the sale or other intended disposition is given to Cogen and each Financier at least ten (10) days prior to the time of such sale or disposition. At such sale, BI may sell the Collateral for cash or upon credit or otherwise, at such prices and upon such terms as it deems advisable and BI may bid or become the purchaser at such sale, free of the right of redemption, which is hereby waived. BI may adjourn such sales at the time and place fixed therefor without further notice or advertisement, and may sell such Collateral as an entirety or in separate lots as it deems advisable, but BI shall not be obligated to sell all or any part of such Collateral at the time and place fixed for such sale if it determines not to do so. Any sale may be conducted at the Boiler House premises without cost or charge for rent, use, occupancy, store, or other Loan Document and/or claim by Cogen, its landlord, or any Bond Documentground lessor or mortgagee. (b) In case B. Collateral wherever the same may be located regardless of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition cause thereof unless the same shall happen through its gross negligence or other judicial proceeding relative to the Borrower, the Trustee willful misconduct; (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interestii) shall be entitled to the appointment (without notice and empoweredwithout proof of diminution in value of the Collateral) of a receiver to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver, and shall(iii) generally may perform all acts necessary or proper to carry out the intention of this Agreement, at as fully and completely as though BI were the written direction absolute owner of the Significant BondholderCollateral for all purposes, and Cogen hereby ratifies and confirms all that BI shall do by virtue of this grant of power. C. issued or reissued, Cogen hereby appoints BI as its agent and attorney in fact to take all actions necessary to effectuate such transfer, issue or reissue and prospectively ratifies and approves any actions taken pursuant to such authority. D. All proceeds received from the sale or other disposition of the Collateral shall be applied as follows: (i) First, to the payment of all fees, costs and expenses relating to such sale or other disposition; (ii) Second, to the payment in full of the first $2,400,000.00 of principal of the Note and accrued and unpaid interest thereon (in such order as BI may determine); (iii) Third, to the payment of the remaining $200,000.00 principal amount of the Note; (iv) Fourth, the payment of accrued and unpaid interest on such $200,000.00 principal amount (the "Deferred Interest"); and (v) Fifth, the balance, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower proceeds remaining after payment in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims full of the Trustee (including any claim for the reasonable compensationforegoing items, expenses, disbursements and advances to Cogen or as a court of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the samecompetent jurisdiction may otherwise direct. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in In the event that the Trustee shall consent to proceeds received from the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances sale or other disposition of the Trustee, its agent and counsel. (c) Any amounts collected pursuant Collateral shall be insufficient to action taken under this Section 7.02 shall, after satisfy the payment in full of the costs Deferred Interest, neither Cogen nor its officers, directors or shareholders (nor the officers, directors, shareholders or partners of any assignee of Cogen) shall be liable for any deficiency and expenses of BI shall not institute any action or proceeding against Cogen or such persons to collect the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionsame.

Remedies on Default. (a) Whenever In case any Event one or more of the Events of Default referred to in Section 7.01 shall have occurred and be continuing, and whether or not the Trustee, as assignee maturity of the IssuerLoans shall have been accelerated pursuant hereto, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing Administrative Agent may proceed to the Borrower declare the unpaid indebtedness on the Loan protect and under this Agreement enforce its rights and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower remedies under this Agreement, the Notes or any of the other Loan Document and/or any Bond Document. (b) In case of Documents by suit in equity, action at law or other appropriate proceeding, whether for the pendency specific performance of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition covenant or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower agreement contained in accordance with this Agreement and the other Loan Documents and or any instrument pursuant to file such other papers or documents as may be necessary or advisable in order to have which the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the TrusteeObligations 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 Agents or the Lenders. 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. If any Event of Default shall occur and be continuing, on the event Business Day that the Trustee shall consent to Lead Borrower receives notice from the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 Administrative Agent or the Trustee on behalf Required Lenders demanding the deposit of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken cash collateral pursuant to this Sectionparagraph, the Borrowers shall deposit in the Cash Collateral Account an amount in cash equal to 103% of the Letter of Credit Outstandings as of such date plus any accrued and unpaid interest thereon. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations of the Borrowers under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent at the request of the Lead Borrower and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral Account shall be applied by the Collateral Agent to reimburse the Issuing Bank for payments on account of drawings under Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held first for the satisfaction of the reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time and thereafter be applied to satisfy other Obligations of the Borrowers under this Agreement.

Remedies on Default. Whenever any such event of default shall have happened and shall be continuing, CIC may take any of the following remedial steps after having given not less than five (5) days' written notice to the Sublessee of its intention to take any such steps: (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred CIC may reenter and be continuing, the Trustee, as assignee take possession of the IssuerSubleased premises, exclude the Sublessee from possession thereof, and rent the same for the account of the Sublessee, holding the Sublessee liable for the balance due hereunder; (b) CIC may terminate this Sublease, exclude the Sublessee from possession of the Subleased premises and lease the same for the account of CIC holding the Sublessee liable for all Rent due up to the date such lease is made for the account of CIC. (c) CIC may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By by written notice in writing to the Borrower Sublessee, declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be immediately due and payable immediatelyall installments of Rent payable hereunder, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any provided, that the total amount of such Rent that may be so declared immediately due and payable shall be that amount which, when added to the total of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and on deposit in the Construction Fund, will be sufficient to pay, retire or redeem all Bonds then outstanding on the earliest practicable date or dates thereafter to become due hereunder on which, under their terms, they may be paid or thereunder or under redeemed, including but without limitation the Notespremium, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest to mature until and on such earliest practicable date or dates, the expenses of redemption, and the Trustee's fees and charges; 17 (d) In the event any of the Loan Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction time be outstanding and unpaid, CIC may have access to and inspect, examine and make copies of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file books and prove a claim for the whole amount of principal records and interest owing and unpaid on the Loan any and all accounts, data and income tax and other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims tax returns of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceedingSubleasee; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 8.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee Authority or the Trustee may take any one or more of the following remedial steps (except that the Trustee shall have no right to enforce Unassigned Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall:'s Rights): (i) By notice The Authority or the Trustee as provided in writing the Indenture may declare an amount equal to the Borrower declare unpaid principal amount of the unpaid indebtedness on Project Note Portion of the Loan and under this Agreement Notes and the Notes interest accrued thereon to be due and payable immediately, and upon any the date of such declaration the same shall become and shall to be immediately due and payable, whereupon the same shall become immediately due and payable, and which amount the Borrower hereby agrees to pay or cause to be paid; andand/or (ii) Take The Authority or the Trustee may declare an amount equal to the unpaid principal amount of the Loan and the interest accrued thereon to the date of such declaration to be immediately due and payable, whereupon the same shall become immediately due and payable, and which amount the Borrower hereby agrees to pay or cause to be paid; and/or (iii) The Authority or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement, or covenant of the Borrower under this Agreement. (b) Any amounts collected pursuant to action taken under this Section shall be paid into the Note Fund or the Capital Reserve Fund, as required by the Indenture, and applied in accordance with the provisions of the Indenture or, if all of the Notes and other amounts due hereunder have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Borrower (except, with respect to the last $21,191,940 of principal of and interest on the Notes Outstanding, to the Authority). (c) Except to the extent of any such collection, no action taken pursuant to this Section shall relieve the Borrower from such of the Borrower's obligations pursuant to Sections 4.2, 4.3 and 6.5 hereof which shall survive any such action, and the Authority or the Trustee may take whatever action at law or in equity as may appear necessary and desirable to collect all amounts then due and thereafter to become due and/or to enforce the performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. hereunder (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether except that the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and no right to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselenforce Unassigned Issuer's Rights). (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the shall continue, (a) The Trustee, as assignee by notice in writing delivered to the Borrower (with copies of such notice being sent to the Authority and the Credit Provider, if any) and with the prior consent of the IssuerCredit Provider, mayif any, and, in may declare the case unpaid balance of the loan payable under Section 4.2(a) of this Agreement with respect to which an Event of Default under Section 7.01(i)has occurred, (j) or (k) or at in an amount equal to the direction Outstanding principal amount of the Significant BondholderBonds, shall: (i) By notice in writing together with the interest accrued thereon, to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and, and shall do so if the Bonds have been accelerated as provided in the Indenture. After any such declaration of acceleration of the Bonds, the Trustee shall immediately take such actions as necessary to realize moneys under the Credit Facility, if any, then in effect. (iib) Take 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 Borrower. (c) The Authority or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. . The provisions of subsection (ba) In case of the pendency of any receivershippreceding paragraph, insolvencyhowever, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative are subject to the Borrowercondition that if, the Trustee (irrespective of whether the principal and interest at any time after any portion of the Loan loan shall then be have been so declared due and payable as therein expressed payable, and before any judgment or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, there shall have been deposited with the Trustee a sum sufficient to pay all the principal of the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all such Bonds, with interest on such overdue installments of principal or interestas provided herein, and the reasonable fees and expenses of the Trustee, and any and all other defaults actually known to the Trustee (other than in the payment of principal of and interest on such Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be entitled and empoweredadequate shall have been made therefor, then, and shallin every such case, the holders of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority and to the Trustee accompanied by the written direction consent of the Significant BondholderCredit Provider, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensationmay, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer holders of all the Bonds, rescind and their respective counselannul such declaration and its consequences and waive such default; provided that no such rescission and annulment shall extend to or shall affect any subsequent default, be paid into or shall impair or exhaust any right or power consequent thereon. In case the Redemption Fund (unless otherwise provided in Trustee or the Authority shall have proceeded to enforce its rights under this Agreement) Agreement and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionsuch proceedings shall have been discontinued or abandoned for any reason or

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee Issuer may take any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing remedial steps: (ia) By written notice in writing to Company, Issuer may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2004 Series A Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take Issuer and Bond Insurer may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) Issuer may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, including, until the Notes or Release Date, any other Loan Document and/or any Bond Document. (b) remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(d) or (e) above, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2004 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2004 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2004 Series A Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. (a) Whenever any Event of Default referred to in under Section 7.01 shall have 10.1(a) has occurred and be is continuing, the TrusteeIssuer may, as assignee in addition to any other remedy now or hereafter existing at law, in equity or by statute, take either or both of the Issuerfollowing remedial steps: (a) By written notice to the Company, may, and, in the case of an Issuer may declare all amounts payable hereunder with respect to the Indenture or Guarantee under which such Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes has occurred to be immediately due and payable immediately(to the extent permitted under such Indenture), and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and; (iib) Take The Issuer may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due, or, if such Event of Default applies to all Indentures or all Guarantees, to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement. Whenever any Event of Default under Section 10.1(b) through (e) has occurred and is continuing, the Issuer may, in addition to any other remedy now or hereafter existing at law, in equity or by statute, take either or both of the following remedial steps: (a) By written notice to the Company, the Issuer may declare all amounts payable hereunder to be immediately due hereunder or thereunder or and payable (to the extent permitted under the Notesrelated Indenture), whereupon the same shall become immediately due and payable; (b) The Issuer may take whatever action at law or in equity may appear necessary or desirable to exercise any right or remedy collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, 10.2 shall be paid into the Redemption Fund (unless otherwise provided in this Agreement) appropriate Bond Funds and applied in accordance with the provisions of the Indenture. No action taken pursuant applicable Indentures or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indentures) and the fees and expenses of the Trustees and the Paying Agents and all other amounts required to this Sectionbe paid under the Indentures have been paid, to the Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 7.1 hereof shall have occurred and be continuing, the Trustee, as assignee any obligation of the IssuerServicer to approve Requisitions shall be terminated, may, and the Trustee (but only if directed to do so by Servicer and, in subject to the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction provisions of the Significant Bondholder, Indenture) shall: (i) By by notice in writing to the Borrower (with a copy to the Issuer) declare the unpaid indebtedness on under the Loan and under this Agreement and the Notes Documents to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document or the General Partner Documents, as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the NotesNote, 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 Notes Note or any other Loan Document and/or (including without limitation foreclosure of the Mortgage) or any Bond General Partner Document; and (iii) cause the Project to be completed, [constructed] [rehabilitated] and equipped in accordance with the Plans and Specifications, with such changes therein as the Servicer may, from time to time, and in its sole discretion, deem appropriate. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 (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 Issuer, the Trustee or the Trustee on behalf of the Issuer Servicer and their respective counselCounsel, be paid into the Redemption Revenue Fund (unless otherwise provided in this Loan Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionSection 7.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 3.2 hereof.

Remedies on Default. (a) Whenever If any Event of Default referred shall occur and be continuing, Holder may exercise, in addition to all other rights and remedies granted to it in Section 7.01 this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of secured parties under the Code. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event Holder, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, for cash or on credit or for future delivery without assumption of any credit risk. Holder shall provide ten (10) days prior notice of the time and place of any public or private sale. Holder shall have occurred the right, to the extent permitted by law, upon any such public sale or sales, and, upon such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company. (b) If any Event of Default shall occur and be continuing, the TrusteeCompany expressly agrees that Holder shall have the right at any time, as assignee of the Issuerand in its sole discretion, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to notify any persons obligated to the Borrower declare the unpaid indebtedness on the Loan Company to make payment directly to Holder of any and under this Agreement and the Notes to be all amounts due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselthereon. (c) Any amounts collected pursuant The Company also agrees to action taken under this Section 7.02 shallpay all reasonable costs of Holder, after the payment of the costs and expenses of the proceedings resulting in including reasonable attorneys’ fees, incurred with respect to the collection of such moneys and any of the expenses, liabilities Obligations and advances incurred or made by the Issuer or the Trustee on behalf enforcement of the Issuer and their respective counsel, be paid into the Redemption Fund any of its rights hereunder. (unless d) Except as otherwise provided herein, the Company hereby waives presentment, demand, protest or any notice (to the extent permitted by applicable law) of any kind in connection with this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionAgreement or any Collateral.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of If an Event of Default exists and the Note(s) have been accelerated under Section 7.01(i5.02, the Trustee shall (as directed pursuant to Section 5.02), (j) in addition to any other rights or (k) remedies it may have hereunder or at as a secured party under the direction New York and other applicable Uniform Commercial Codes or other applicable law, take any one or more of the Significant Bondholderfollowing remedial steps, shallsubject to the provisions of applicable law: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediatelyif one or more Reserve Account Letter(s) of Credit has been issued, and upon any such declaration the same shall become and shall be immediately due and payabledraw all amounts available thereunder; andor (ii) Take whatever action at law or in equity or under realize upon and take possession of any Collateral, and, if and to the extent any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect Collateral shall not be in the payments and other amounts then due and thereafter to become due hereunder or thereunder possession or under the Notescontrol of the Trustee, the Trustee may require the Issuer to assemble or package the Collateral and make it available to the Trustee at a place to be designated by the Trustee; or (iii) sell, assign, lease or otherwise dispose of the Collateral in whole or in part at public or private sale upon terms and conditions established by the Trustee; or (iv) notify any and all parties to any of the contracts and agreements which constitute Collateral that the Trustee has exercised its rights hereunder and that (to the extent not already done so) all payments then or thereafter owing to the Issuer are to be made directly to the Trustee; or (v) complete, or require the Issuer to exercise any right complete and execute, all transfer applications and assignment forms necessary to effect the transfer to the Trustee or remedy or to enforce performance and observance of any obligation, agreement or covenant its designee of the Borrower under this AgreementLeases to which the United Stated Bureau of Land Management is a party; or (vi) file such applications or notices with the FERC, on behalf of the Notes Issuer, to obtain any necessary approval of the FERC or effect any other Loan Document and/or any Bond Documentnotice to the FERC regarding the direct or indirect transfer of the Project to the Trustee or its designee. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative addition to the Borrowerremedies set forth above, the Trustee (irrespective may exercise its rights under the other Security Documents. The Trustee agrees that prior to the exercise of whether its remedies above or under any other Loan Document relating to the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether Interconnection Agreement, the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled provide written notices thereof and empowered, and shall, at the written direction other information as required pursuant to Section 19.1 of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselInterconnection Agreement. (c) Any amounts collected pursuant Should the Trustee elect to action taken under this Section 7.02 shall, after the payment cause any of the costs and expenses Collateral to be disposed of as personal property as permitted by the terms hereof, it may dispose of any part thereof in any manner now or hereafter permitted by Article 9 of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred Uniform Commercial Code or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with any other remedy provided by law, subject to the provisions of the Indenture. No action taken pursuant to this SectionSecurity

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred Upon the occurrence and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case continuation of an Event of Default under (other than an Event of Default described in Section 7.01(i9.1 (e) and (f)), the Purchaser may, in its sole discretion, but shall not be obligated to, declare all amounts payable under the Subordinated Note and the other Note Documents to be forthwith due and payable, including, without limitation, costs of collection (jincluding reasonable attorneys’ fees if collected by or through an attorney at law or in bankruptcy, receivership or other judicial proceedings) and the same shall thereupon become immediately due and payable without demand, presentment, protest or further notice of any kind, all of which are hereby expressly waived, and may exercise all of its rights and remedies under the Transaction Documents or under applicable law. (b) Upon the occurrence of any Event of Default set forth in Section 9.1(e) or (kf) or at the direction of the Significant Bondholderabove, shall: (i) By without any notice in writing to the Borrower declare Company or any other act by the unpaid indebtedness on Purchaser, all amounts payable under the Loan and under this Agreement Subordinated Note and the Notes to be due and payable immediatelyother Note Documents, and upon any such declaration the same shall become and including, without limitation, all costs of collection (including reasonable attorneys’ fees if collected by or through an attorney at law or in bankruptcy, receivership or other judicial proceedings) shall be immediately due and payable; and, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company and each other Obligor. (iic) Take whatever action No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement and each other Transaction Document or now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary by statute. No delay or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to exercise any remedy or reserved to enforce performance and observance of any obligation, agreement or covenant of the Borrower under Purchaser in this Agreement, the Notes Agreement or any other Loan Document and/or Transaction Document, it shall not be necessary to give any Bond Document. (b) In case of the pendency of any receivershipnotice, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of than such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents notice as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselherein expressly required. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 If there shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of continuing an ------------------- Event of Default under Section 7.01(i), (j) or (k) or at the direction terms of the Significant BondholderCredit Agreement, shall: (i) By notice in writing then the Agent shall have such rights and remedies with respect to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement Collateral or any part thereof and the Notes to be due proceeds thereof as are provided by the Code and payable immediately, such other rights and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action remedies with respect thereto which it may have at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Security Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative including to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance extent not inconsistent with the provisions of the IndentureCode, the right to take over and collect all or any of Grantor's accounts and all or any of the other Collateral which consists of amounts owing to any Grantor. No To this end, the Agent shall have the right to (a) transfer all or any part of any of Grantor's Collateral into the Agent's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of Grantor's Collateral, whether accounts or otherwise, to make payment thereon directly to the Agent, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage all or any Collateral of any Grantor; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from any Collateral of any Grantor, now or hereafter in the hands of the Agent, on deposit or otherwise, belonging to any Grantor, in accordance with Section 9 hereof; (e) direct any insurer to make payment of any insurance proceeds, directly to the Agent, and apply such moneys to the payment of the Secured Indebtedness in accordance with Section 9 hereof; receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (g) endorse the name of the Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Agent as proceeds of or relating to such Grantor's Collateral; (h) demand, xxx for, collect, compromise and give acquittances for any and all Collateral of any Grantor; (i) prosecute, defend or compromise any action, claim or proceeding with respect to any Collateral of any Grantor; (j) notify the debtors of any Grantor of the assignment of their debts and direct them to make payment to the Agent; and (k) take such other action taken pursuant to this Sectionas the Agent may deem appropriate, including extending or modifying the terms of payment of the debtors of any

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee may take any one or more of the following remedial steps: (a) By written notice to the Company, the Trustee, on behalf of the Issuer, maymay declare an amount equal to the principal and accrued interest on the 2008 Series A Bonds then Outstanding, and, as defined in the case of an Event of Default under Section 7.01(i)Indenture, (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of the Company. (c) The Trustee, on behalf of the Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) . In case there shall be pending a proceeding of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition nature described in Section 9.1(c) or other judicial proceeding relative to the Borrower(d) above, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of the Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2008 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of the Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2008 Series A Bonds, and all other liabilities of the Company accrued and to accrue hereunder or under the Indenture through final payment of the 2008 Series A Bonds have been paid, such amounts so collected shall be paid to the Company.

Remedies on Default. (a) Whenever In the event any of the Bonds shall at the time be Outstanding and unpaid and provision for the payment thereof shall not have been made in accordance with the provisions of the Indenture, whenever any Event of Default referred to in Section 7.01 7.1 hereof shall have occurred happened and be continuingexisting, the Authority or the Trustee, as assignee following acceleration of the Issuer, may, and, Bonds in the case accordance with provisions of an Event of Default under Section 7.01(i), (j) or (k) or at the direction 12.03 of the Significant BondholderIndenture where so provided, shallmay take any one or more of the following remedial steps: (ia) By notice The Authority or the Trustee as provided in writing the Indenture may, at its option, with the consent of the Credit Facility Issuer, or shall, to the Borrower extent required by the Indenture, declare the unpaid indebtedness on the Loan and all payments payable under this Agreement Section 4.2 hereof and the Notes Note for the remainder of the term of this Participation Agreement to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and, whereupon the same shall become immediately due and payable. (iib) Take The Trustee, with the written consent of the Credit Facility Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as that may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, Participation Agreement or the Notes Note whether for specific performance of any covenant or any other Loan Document and/or any Bond Document. (b) In case agreement contained herein or therein or in aid of the pendency execution of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the samepower herein granted. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, 7.2 shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken If any such declaration of acceleration of the Bonds shall have been annulled pursuant to this Sectionthe terms of the Indenture and if, at any time after such declaration, but before all the Bonds shall have matured by their terms, all arrears of interest upon the Note, and interest on overdue installments of interest (to the extent enforceable under applicable law) at the rate or rates per annum specified for the Note and the principal of and premium, if any, on the Note which shall have become due and payable otherwise than by acceleration, and all other sums payable hereunder, except the principal of, and interest on, the Note which pursuant to such declaration shall have become due and payable, shall have been paid by or on behalf of the Company or provision satisfactory to the Trustee shall have been made for such payment, then such acceleration of the Note shall ipso facto be deemed to be rescinded and any such Default and its consequences shall ipso facto be deemed to be annulled, but no such annulment shall extend to or affect any subsequent Default or impair or exhaust any right or remedy consequent thereon.

Remedies on Default. (a) Whenever Subject to Section 7.1 hereof, whenever any Loan Default Event of Default referred to in Section 7.01 shall have occurred and shall be continuing, (a) The Trustee, by written notice to the Authority, the TrusteeCompany and the Credit Provider, as assignee of the Issuerif any, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower shall declare the unpaid indebtedness on balance of the Loan and loan payable under Section 4.2(a) of this Agreement and the Notes 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 upon payable under the Indenture. Upon any such declaration the same such amount shall become and shall be immediately due and payable; andpayable as determined in accordance with Section 7.1 of the Indenture. (iib) Take 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. (c) The Authority or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, Agreement or of the Notes or any other Loan Document and/or any Bond DocumentSubsidiary Guarantors under the Guaranty. (bd) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the BorrowerIf applicable, the Trustee (irrespective shall immediately draw upon any Letter of whether Credit, if permitted by its terms and required by the principal and interest 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, the Credit Provider, if any, 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, the Credit Provider, if any, or the Authority, then, and in every such case, the Company, the Trustee, the Credit Provider, if any, 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, the Credit Provider, if any, 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 be shall have become due and payable as therein expressed or under said Section, with interest on the amount then overdue at the rate then borne by declaration or otherwise and irrespective the Bonds on the day prior to the occurrence of whether such default. In the case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall have made be entitled and empowered to institute any demand on action or proceeding at law or in equity for the Borrower collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree for the payment of overdue principal money in an amount in excess of $50 million, and may enforce any such judgment or interest) 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, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute such amounts as provided in the sameIndenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee and the Authority any amount due to it each of them for the their respective reasonable compensation, compensation and expenses, disbursements including reasonable expenses and advances fees of counsel incurred by each of them up to the Trusteedate 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 7.1(d) hereof, its agent or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and counsel. (c) Any amounts collected pursuant compensation for services so rendered are intended to action taken under this Section 7.02 shall, after the payment of the costs and constitute expenses of administration under the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred United States Bankruptcy Code or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionequivalent law.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be subsisting, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (i) By notice in writing If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Borrower Indenture, the Trustee shall declare the unpaid indebtedness on the all Loan and under this Agreement and the Notes Payments to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii) Take whatever action The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder under this Agreement or thereunder or under the Notes, or to exercise any right or remedy Letter of Credit or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity, upon redemption prior to maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee and its agents, and any expenses or liabilities incurred by the Issuer or the Trustee (including reasonable legal fees and expenses). In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the pendency sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any receivershipother applicable law, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Issuer or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Issuer or the Trustee any amount due it for compensation and expenses, including counsel fees and expenses incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until a satisfactory indemnity bond or other indemnity satisfactory to it for has been furnished to the reasonable compensation, expenses, disbursements and advances of Trustee at no cost or expense to the Trustee, its agent and counsel. (c) . Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Article X of the Indenture for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to this SectionSubsection 7.2(a)(i); provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 6.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (ia) By shall, by notice in writing to the Borrower Company and each Credit Provider, declare the unpaid indebtedness on balance of the Loan and Repayment Installments payable under this Agreement and the Notes 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; andpayable as liquidated damages; (iib) Take may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (iic) To collect if applicable, shall immediately draw upon any Credit Facility constituting a letter of credit or otherwise realize moneys under any Credit Facility, if permitted by its terms and receive required by the terms of the Indenture, and apply the amount so drawn or realized in accordance with the Indenture and may exercise any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due remedy available to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) thereunder. Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, 6.2 shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the 4846-1784-3503.10 provisions of the Indenture. No action taken pursuant to this SectionSection 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 rights under Sections 4.2(e), 4.2(g), 5.3 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 Section 8.01 of the Indenture.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred happened and be continuing, the Trustee, Trustee as assignee of the IssuerAuthority shall have the right, mayat its option and without any further demand or notice, and, but subject in all respects to the case provisions of an Event of Default under Section 7.01(i), (j) or (k) or at the direction Article VII of the Significant BondholderIndenture, shallto: (ia) By notice in writing to the Borrower declare all principal components of the unpaid indebtedness Installment Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds from the immediately preceding Interest Payment Date on the Loan and under this Agreement and the Notes which payment was made, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and, whereupon the same shall immediately become due and payable; (iib) Take take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts Installment Payments then due and or thereafter to become due hereunder or thereunder or under during the NotesTerm of this Installment Sale Agreement, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower City under this Installment Sale Agreement, the Notes or any other Loan Document and/or any Bond Document.; and (bc) In case as a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the pendency Trustee and the Bond Owners hereunder, cause the appointment of any receivershipa receiver or receivers of the Gross Revenues and other amounts pledged hereunder, insolvencywith such powers as the court making such appointment shall confer. The provisions of the preceding clause (a), liquidationhowever, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative are subject to the Borrowercondition that if, the Trustee (irrespective of whether at any time after the principal and interest components of the Loan unpaid Installment Payments shall then be have been so declared due and payable as therein expressed pursuant to the preceding clause (a), and before any judgment or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower decree for the payment of overdue the moneys due shall have been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all principal or interest) shall be entitled and empowered, and shall, at the written direction components of the Significant Bondholder, Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, by intervention of with interest on such proceeding or otherwise, (i) To file and prove a claim for the whole amount of overdue principal and interest owing and unpaid on components calculated at the Loan and all other amounts owed net effective rate of interest per annum then borne by the Borrower in accordance with this Agreement Outstanding Bonds, and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims reasonable expenses of the Trustee (including any claim for fees and expenses of its attorneys), and any and all other defaults known to the reasonable compensationTrustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, expensesthen, disbursements and advances in every such case, the Authority, with the written consent of the Trustee, shall rescind and annul such declaration and its agents consequences. However, no such rescission and counsel) and of the Owners allowed annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiverSection 8.6, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent be required to exercise the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise remedies provided in this Agreement) and applied herein in accordance with the provisions of the Indenture. No action taken pursuant to this Section.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing13.1 hereof occurs, the TrusteeBank may, as assignee at its option, exercise any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing remedies: (a) The Bank, at its option, may (i) By notice demand that the Trustee exercise its remedies under the Indenture and accelerate the maturity of the Bonds (in writing which event the Trustee is required to immediately draw under the Borrower declare Letter of Credit pursuant to Section 9.2(a) of the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediatelyIndenture), and upon any such declaration (ii) declare all amounts payable under Article V hereof (including amounts payable as a result of a drawing under the same shall become and shall Letter of Credit as described in clause (i) above), together with all other moneys payable hereunder, to be immediately due and payable; and, whereupon the same shall become immediately due and payable, by written notice to that effect given to the Borrower, without protest, presentment, or further notice or demand, all of which are expressly waived by the Borrower. Upon such declaration by the Bank, payment of all amounts due under Article V hereof (including amounts payable as a result of a drawing under the Letter of Credit as described in clause (i) above) shall be made immediately by the Borrower, and the Borrower, hereby promises to pay such amount immediately, to the Bank. Upon payment in full of all of the Borrower’s Letter of Credit Obligations, whether contingent or otherwise, but only upon the expiration of this Letter of Credit Agreement, any remaining surplus of such funds held by the Bank as a result of payment pursuant to this Section 13.2(a) shall be applied first to pay any unpaid Administration Expenses and any remainder shall be returned to the Borrower, unless otherwise agreed by the Borrower and the Bank. (iib) Take The Bank may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of all of the Borrower’s Bond Obligations and the Borrower’s Letter of Credit Obligations, including, without limitation, any obligation, agreement or covenant of the Borrower under this Letter of Credit Agreement. THE BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY CLERK OF ANY COURT OF RECORD IN THE STATE OF MARYLAND OR ELSEWHERE TO ENTER JUDGMENT BY CONFESSION AGAINST THE BORROWER IN FAVOR OF THE BANK FOR THE FULL AMOUNT OF THE BORROWER’S LETTER OF CREDIT OBLIGATIONS AND/OR THE BORROWER’S BOND OBLIGATIONS TOGETHER WITH EXPENSES OF COLLECTION, the Notes or any other Loan Document and/or any Bond Document. INCLUDING COSTS OF SUIT AND FURTHER INCLUDING ACTUAL ATTORNEY’S FEES (b) In case of the pendency of any receivershipIN AN AMOUNT CUSTOMARY IN SIMILAR CIRCUMSTANCES), insolvencyEXPRESSLY WAIVING SUMMONS AND OTHER PROCESS, liquidationAND DOES FURTHER CONSENT TO THE IMMEDIATE EXECUTION OF SAID JUDGMENT. ANY JUDGMENT ENTERED AGAINST THE BORROWER WHETHER BY CONFESSION OR OTHERWISE, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel.SHALL BEAR INTEREST AT THE (c) The Bank, with or without resort to judicial process, may take such steps as the Bank deems appropriate to protect the Facility from depredation or injury, including (without limitation) employment of watchmen or other protective services, and any expenses incurred by the Bank in taking such steps shall be paid by the Borrower to the Bank as provided in Section 14.9 hereof. (d) The Bank may proceed under the Uniform Commercial Code as to all or any part of the security for the Borrower’s Letter of Credit Obligations, and in conjunction therewith exercise all of the rights, remedies and powers of a secured party under the Uniform Commercial Code, including, without limitation, taking possession of the security for the Borrower’s Letter of Credit Obligations without judicial process pursuant to Section 9-609 of the Uniform Commercial Code. Upon the occurrence of any Event of Default hereunder, the Borrower shall assemble all of the security for the Borrower’s Letter of Credit Obligations, and make the same available to the Bank. Any notification required by Section 9-610 of the Uniform Commercial Code shall be deemed reasonably and properly given if mailed certified mail, return receipt requested, postage prepaid, by the Bank to the Borrower at the address specified in Section 14.1 hereof at least 10 days before any sale or other disposition of the security for the Borrower’s Letter of Credit Obligations, or any portion thereof. (e) The Bank may exercise any and all remedies available to it under any of the Bond Documents and the other Letter of Credit Documents. (f) In addition to all remedies available to the Bank at law or in equity pursuant to any claim of subrogation by reason of any payment made pursuant to the Letter of Credit, the Bank in accordance with the Indenture shall be entitled to enforce the rights of the Owners of the Bonds under the Bond Documents against the Borrower notwithstanding any payment, satisfaction or discharge thereof, irrespective of whether such payment, satisfaction or discharge shall have been entered as a matter of record in any court or other office wherein liens, mortgages, deeds of trust or financing statements are filed pursuant to law. No action taken pursuant to this Section shall relieve the Borrower from any of the Borrower’s Bond Obligations or the Borrower’s Letter of Credit Obligations, all of which shall survive any such action, and the Bank may take whatever action at law or in equity as may appear necessary and desirable to collect the payments and other amounts then due and thereafter to become due or to enforce the performance and observance of the Borrower’s Bond Obligations or the Borrower’s Letter of Credit Obligations. Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into over to the Redemption Fund (unless otherwise provided in this Agreement) Bank and applied in accordance with to the provisions Borrower’s Letter of the Indenture. No action taken pursuant to this SectionCredit Obligations.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred happened and be continuingsubsisting, the Trustee, as assignee any one or more of the Issuer, may, and, in following steps may be taken: (a) After ten (10) days written notice to the case Borrower of an the proposed action and provided that the Event of Default under Section 7.01(i)has not been duly cured, (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower Lender may declare the unpaid indebtedness principal of and interest on the Loan and under this Agreement Borrower Subordinate Promissory Note and the Notes Note, and all or any amounts of Loan Repayments thereafter to be become due and payable immediately, and upon any such declaration under Section 5.01 hereof for the same shall become and shall remainder of the term of this Loan Agreement to be immediately due and payable; and, whereupon the same shall become immediately due and payable, together with any additional payments due under Sections 5.02, 5.05, 8.04, 8.05 or otherwise under this Loan Agreement. (iib) Take The Lender may take whatever action at law or in equity that appears necessary or under desirable to enforce this Loan Agreement or any of the other Subordinate Loan Documents and/or in accordance with the provisions hereof or thereof. Any amounts collected by the Lender or any Bond Document as other Holder pursuant to action taken under the foregoing paragraphs shall be applied first to advances and expenses of the Lender or other Holder, then to payment of the Note (interest first, and then principal), and any excess to the Borrower. Whenever any Default shall occur, the Lender or any other Holder (or the Issuer with respect to Sections 5.02, 7.01, 8.04 or 9.09 hereof) may take whatever action at law or in equity, including all of the remedies available under the Uniform Commercial Code, which may appear necessary or desirable to collect the any payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, 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 Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. Upon Default and until Borrowers cure such Default and all other Defaults then existing, if permitted pursuant to the Credit Documents, Lender may at its option: (a) Whenever immediately take possession of all or any Event part of Default referred the Collateral wherever located or require each Borrower to in Section 7.01 shall have occurred and be continuingassemble or deliver all or any part of the Collateral to any place designated by Lender; (b) sell, the Trusteelease or otherwise dispose of any Collateral at public or private sale or pursuant to some other disposition, as assignee a whole or in parcels, from time to time, upon such notice as may be required by law and prior to any sale, Lender may at its option, complete the processing of, repair or recondition any Collateral to the extent Lender deems necessary and any sums expended by Lender for processing or repair shall be added to the Indebtedness; (c) take possession of the Issuerpremises of any Borrower to complete any processing, may, and, in the case of an Event of Default under Section 7.01(i), (j) repairing and reconditioning or (k) or at the direction to conduct any sale of the Significant BondholderCollateral or to store any Collateral, shall: all without compensation to such Borrower; (id) By notice in writing to the Borrower declare the unpaid indebtedness notify any parties obligated on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or Collateral to make payment to Lender, and Lender may enforce collection thereof; (e) retain the Collateral or any Bond Document portion of it in full or partial satisfaction of any Obligations to Lender upon such notice as may appear necessary be required by law; (f) transfer any Collateral into its own name or desirable to collect that of its nominee and receive the payments income thereon as additional security hereunder; (g) purchase any account and other amounts then due and thereafter to become due hereunder hold the same in its own right free from any claims or thereunder right of redemption; (h) apply any sums received or under collected from or on account of Collateral, including the Notes, or to exercise any right or remedy or to enforce performance and observance proceeds of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition sale or other judicial proceeding relative disposition thereof, to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) Indebtedness in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trusteeorder, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment of including the costs and expenses incurred in preserving and enforcing the rights of Lender and attorneys' fees, in such order and manner as Lender in its sole discretion determines; (i) exercise its rights of set off in the same manner as though the credit, except for such rights, were unsecured; (j) exercise any remedy provided for in any of the proceedings resulting other Credit Documents; and (k) exercise any other remedy permitted by law, including all the rights and remedies of a secured party under the UCC in the collection any jurisdiction where enforcement is sought. All of such moneys Lender's rights and of the expenses, liabilities remedies shall be cumulative and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionnot exclusive.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i)shall have happened and be subsisting, (j) any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps may be taken: (i1) By notice in writing If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Borrower Standard Provisions, the Trustee shall declare the unpaid indebtedness on the all Loan and under this Agreement and the Notes Payments to be immediately due and payable immediatelypayable, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and (ii2) Take whatever action The Issuer or the Trustee may pursue any and all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder under this Agreement or thereunder or under the Notes, or to exercise any right or remedy Letter of Credit or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) The Borrower covenants that, in case it shall fail to pay or cause to be paid any Loan Payments or Purchase Payments as and when the same shall become due and payable whether at maturity or by acceleration or otherwise, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable hereunder; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including a reasonable compensation to the Trustee, its agents and counsel, and any expenses or liabilities incurred by the Issuer or the Trustee. In case the Borrower shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the pendency sums so due and unpaid. (c) In case there shall be pending proceedings for the bankruptcy or reorganization of the Borrower under the federal bankruptcy laws or any receivershipother applicable law, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to in case a receiver or trustee shall have been appointed for the benefit of the creditors or the property of the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and due hereunder, including interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and respect thereof, 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the samesame after the deduction of its charges and expenses. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Issuer or the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Issuer or the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including counsel fees and advances expenses incurred by it up to the date of such distribution. Notwithstanding the foregoing, the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to the Trustee, its agent and counsel. (c) . Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Service collected pursuant to action taken under this Section 7.02 shall, after the payment deduction of the costs Trustee’s charges 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Article X of the Standard Provisions for transfers of remaining amounts in the Bond Fund. No action taken The provisions of this Section are subject to the further limitation that the annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to this SectionSubsection 7.2(a)(1) hereof; provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. (a) Whenever Subject to Section 7.1 hereof, whenever any Loan Default Event of Default referred to in Section 7.01 shall have occurred and shall be continuing, the . (a) The Trustee, as assignee of by written notice to the Issuer, maythe Company and the Credit Provider, andif any, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower shall declare the unpaid indebtedness on balance of the Loan and loan payable under Section 4.2(a) of this Agreement and the Notes 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 upon payable under the Indenture. Upon any such declaration the same such amount shall become and shall be immediately due and payable; andpayable as determined in accordance with Section 7.1 of the Indenture. (iib) Take 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. (c) The Issuer or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement. (d) If applicable, the Trustee shall 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, the Credit Provider, if any, 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, the Credit Provider, if any, or the Issuer, then, and in every such case, the Company, the Trustee, the Credit Provider, if any, and the Issuer shall be restored respectively to their several positions and rights under this Agreement, and all rights, remedies and powers of the Notes Company, the Trustee, the Credit Provider, if any, and the Issuer 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 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 Loan Document and/or any Bond Document. (b) In applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding proceedings relative to the BorrowerCompany, or the creditors or property of the Company, then the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute such amounts as provided in the sameIndenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee and the Issuer any amount due to it each of them for the their respective reasonable compensation, compensation and expenses, disbursements including reasonable expenses and advances fees of counsel incurred by each of them up to the Trusteedate 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 7.1(d) hereof, its agent or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and counsel. (c) Any amounts collected pursuant compensation for services so rendered are intended to action taken under this Section 7.02 shall, after the payment of the costs and constitute expenses of administration under the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred Bankruptcy Code or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionequivalent law.

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or Issuer at the direction of the Significant BondholderBond Insurer, shallmay take any one or more of the following remedial steps: (ia) By written notice in writing to Company, the Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2007 Series A Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer at the direction of the Bond Insurer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) . In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(c) or (d) above, insolvencyTrustee, liquidationupon direction by the Bond Insurer or the Bond Insurer itself, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2007 Series A Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2007 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2007 Series A Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the TrusteeNoteholder, as holder of the Series 2015 Note, and assignee of the Issuer, shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps and such other steps which are otherwise accorded to the Noteholder, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallby applicable law: (ia) By by notice in writing to the Borrower Issuer and the Borrower, declare the entire unpaid indebtedness on principal amount of the Loan and the Series 2015 Note then outstanding, all interest accrued and unpaid thereon and all amounts payable under this Agreement to be forthwith due and payable, whereupon the Loan and the Notes to be due Series 2015 Note, all such accrued interest and payable immediately, and upon any all such declaration the same amounts shall become and shall be immediately 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 (ii) Take whatever action at law or in equity or under provided, however, any such acceleration of the Loan Documents and/or Series 2015 Note shall not result in any Bond Document as may appear necessary additional or desirable to collect different liability or obligations on the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant part of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond DocumentIssuer. (b) In case proceed to protect and enforce its rights under the laws of the pendency State or under this Agreement or any of the Other Financing Documents by such suits, actions or special proceedings in equity or at law, or by proceedings in any State or federal court having jurisdiction, either for the specific performance of any receivershipcovenant or agreement contained herein or therein or in aid or execution of any power herein or therein granted or for the enforcement of any proper legal or equitable remedy, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative as the Noteholder shall deem most effective to protect and enforce such rights. Without limiting the Borrowergenerality of the foregoing, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee Noteholder shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled right to bring an action to enforce its creditor's rights and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with remedies under this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselunder applicable law. (c) Any amounts collected pursuant to action taken under this Section 7.02 shallxxx for, after the enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Borrower for principal, interest or otherwise under any of the provisions of this Agreement or of the Loan then unpaid, together with any and all costs and expenses of collection and of all proceedings hereunder (including, without limitation, reasonable legal fees in all proceedings, including administrative, appellate and bankruptcy proceedings), without prejudice to any other right or remedy of the proceedings resulting in Noteholder, and to recover and enforce any judgment or decree against the collection Borrower for any portion of such moneys amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect in any manner provided by law, the monies adjudged or decreed to be payable. (d) take any other actions permitted under the terms herein, of any of the expensesOther Financing Documents or otherwise permissible under applicable law to enforce its rights hereunder, liabilities and advances incurred under the Series 2015 Note and/or under any or made by the Issuer or the Trustee on behalf all of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionOther Financing Documents.

Remedies on Default. Following formal declaration by the Pledgee under Section 4.2 and until payment in full of the Obligations, the Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party liable, the right at any time and from time to time to: (a) Whenever sell, resell, assign and deliver all or any of the Shares in Canada or elsewhere, in one or more parcels, at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as the Pledgee may determine, the Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of the Pledgor, and in connection therewith the Pledgee may grant options on the Shares, all without any demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor; (b) retain the Shares or any parcel of same as continuing collateral security as provided herein; or (c) in its own right, purchase all or any of the Shares being sold, free of any equity or right of redemption. In the event of a sale of the Shares pursuant to Subsection 4.4(a), the proceeds of each such sale shall be applied first to the payment of all costs and expenses of every kind for sale or delivery, including reasonable agents' fees or legal fees and expenses of the Pledgee and after deducting such costs and expenses from the proceeds of the sale, any residue shall be applied in payment of the Obligations in such order as the Pledgee may deem fit, with the Pledgor remaining liable for any deficiency. The balance, if any, remaining after payment in full of the Obligations shall be paid over to the Pledgor (providing that the Indemnity Agreement has terminated without any other actual or potential liability to the Indemnified Parties in connection with the Aquiline Litigation) or to whomever else may be entitled thereto by law. Notwithstanding the foregoing provisions of this Section 4.4, the Pledgee shall not in any event be under any duty to do any of the foregoing and the Pledgee may assume that any Event of Default referred to in Section 7.01 shall which may have occurred and be continuing, is continuing until the Trusteecure thereof has been demonstrated to its reasonable satisfaction. The Pledgor hereby ratifies all that the Pledgee or its nominee, as assignee the case may be, shall do by virtue of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Documentforegoing authority. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Upon the occurrence and during the continuance of an Event of Default referred to (other than an Event of Default described in Section 7.01 shall have occurred and be continuing6.1(i), the TrusteeBank may (i) terminate its obligations to the Borrower, as assignee including, without limitation, all obligations to make Advances under the Commitment and to issue Letters of Credit under the IssuerLetter of Credit Commitment, mayand (ii) declare the Revolving Credit Note, andincluding, without limitation, principal, accrued interest and costs of collection (including, without limitation, reasonable attorney's fees actually incurred if collected by or through an attorney-at-law or in bankruptcy, receivership or other judicial proceedings) and all outstanding Letters of Credit immediately due and payable, without presentment, demand, protest or an other notice of any kind, all of which are expressly waived. (b) Upon the case occurrence of an Event of Default under Section 7.01(i6.1(i), (ji) or (k) or at the direction all obligations of the Significant Bondholder, shall: (i) By notice in writing Bank to the Borrower declare Borrower, including, without limitation, all obligations to make Advances under the unpaid indebtedness on Commitment and to issue Letters of Credit under the Loan Letter of Credit Commitment, shall terminate automatically and under this Agreement (ii) the Revolving Credit Note, including, without limitation, principal, accrued interest and the Notes to be due and payable immediatelycosts of collection (including, and upon any such declaration the same shall become and without limitation, reasonable attorney's fees actually incurred if collected by or through an attorney-at-law or in bankruptcy, receivership or other judicial proceedings)and all outstanding Letters of Credit shall be immediately due and payable; and, without presentment, demand, protest, or any other notice of any kind, all of which are expressly waived. (iic) Take whatever action at law or in equity or under any Upon the occurrence of an Event of Default and acceleration of the Loan Documents and/or Revolving Credit Note and all outstanding Letters of Credit as provided in clause (a) or (b) above, the Bank may pursue any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower available under this Agreement, the Notes Revolving Credit Note, or any other Loan Document and/or any Bond Document, or available at law or in equity, all of which shall be cumulative. The order and manner in which the rights and remedies of the Bank under the Loan Documents and otherwise may be exercised shall be determined by the Bank. (d) In addition to the foregoing, upon the occurrence of an Event of Default and acceleration of all outstanding Letters of Credit as provided in clause (a) or (b) In case of above, the pendency of any receivershipBorrower will establish a deposit account (the "Collateral Account") to be maintained by the Bank, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative and the Borrower will promptly pay the Bank for deposit into the Collateral Account an amount equal to the Borrower, the Trustee (irrespective outstanding Letter of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower Credit Obligations. As security for the payment of overdue principal the Letter of Credit Obligations, the Borrower hereby grants, pledges and creates in the Bank's favor a lien on all monies, instruments and securities at any time held or interest) shall acquired in the Collateral Account. The Collateral Account will at all times be entitled under the sole dominion and empowered, and shall, at the written direction control of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, Bank. The Bank will (i) To file apply any funds in the Collateral Account on account of the outstanding Letter of Credit Obligations when the same become due and prove a claim for payable if and to the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by extent the Borrower in accordance with this Agreement shall fail directly to pay the same when due and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect after the Termination Date and receive any moneys or other property payable or deliverable the date on any such claims which all Letters of Credit 42 shall have expired and to distribute all of the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments Borrower's obligations to the TrusteeBank in respect thereof shall have been paid in full, and, apply any proceeds remaining in the event that the Trustee shall consent to the making of such payments directly to the Owners, Collateral Account first to pay any amounts due under the Revolving Credit Note and then to the Trustee refund any remaining amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselBorrower. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any such Event of Default referred to in Section 7.01 shall have occurred happened and be continuing, the TrusteeHolder, as assignee of the IssuerIDB and on its behalf, or (but only as to any Unassigned Rights) the IDB, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (ia) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and Declare all installments of Basic Rent payable under this Agreement and Lease for the Notes remainder of the Lease Term to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and; (iib) Re-enter and take possession of the Project, without terminating this Lease, exclude the Company from possession thereof and sublease the Project or any part thereof, for the account of the Company, holding the Company liable for the difference in the rent and other amounts payable by such sublessee and the Rentals and other amounts payable by the Company hereunder; (c) Terminate this Lease, exclude the Company from possession of the Project and lease the same for the account of the IDB, holding the Company liable for all Rentals due up to the date such lease is made for the account of the IDB; or (d) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts Rentals then due and thereafter to become due hereunder due, whether by declaration or thereunder or under the Notesotherwise, or to exercise any right or remedy or to enforce performance and observance of any obligation, covenant or agreement or covenant of the Borrower Company under this AgreementLease or imposed by any applicable law. The IDB may, the Notes or any other Loan Document and/or any Bond Document. (b) In case without consent of the pendency Holder, waive any Event of Default hereunder with respect to Unassigned Rights, and the Holder may not, without the written consent of the IDB, waive any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative Event of Default hereunder with respect to Unassigned Rights. The provisions of this Section are subject to the Borrowerlimitation that any rescission by the Holder, pursuant to the Trustee (irrespective Mortgage, of whether the principal and interest a declaration that all of the Loan shall then be Bonds are immediately due and payable as therein expressed or by also shall constitute an annulment of any corresponding declaration or otherwise made pursuant to subsection (a) of this Section and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled a waiver and empowered, and shall, at the written direction rescission of the Significant Bondholder, if any, by intervention consequences of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) that declaration and of the Owners allowed in Event of Default with respect to which that declaration had been made; provided, however, that no such judicial proceeding; and (ii) To collect and receive waiver or rescission shall extend to or affect any moneys subsequent or other property payable default or deliverable on impair any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselright consequent thereon. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever Immediately upon the occurrence of any Event of Default referred to in Section 7.01 shall have occurred and be continuingwhich has not been waived by the Majority Lenders, the TrusteeAgent or any agent designated by the Agent may: (a) remove from any premises where same may be located any and all documents, instruments, files and records (including the copying of any computer records), and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use (at the expense of the Borrowers) such of the supplies or space of the Borrowers at the Borrowers' place of business or otherwise, as assignee may be necessary to properly administer and control the Accounts or the handling of the Issuer, may, andcollections and realizations thereon; (b) bring suit, in the case name of an Event the Borrowers or the Lenders and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of Default under Section 7.01(i)payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Borrowers or Lenders; (jc) sell, assign and deliver the Accounts and any returned, reclaimed or (k) repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the direction Agent's sole option and discretion, and Agent may, on behalf of the Significant BondholderLenders bid at any such sale, shall:free from any right of redemption, which right is hereby expressly waived by the Borrowers; (id) By notice in writing foreclose the security interests created pursuant to the Borrower declare Transaction Documents by any available judicial procedure, or to take possession of any or all of the unpaid indebtedness on Inventory and equipment without judicial process and enter any premises where any Inventory and equipment may be located for the Loan purpose of taking possession of or removing the same; (e) revise, update, amend and under this otherwise complete the Trademark Security Agreement as the Agent may determine to be necessary or desirable to, and file, record and register any or all of the Trademark Security Agreement and Patent Security Agreement with the Notes Xxxxxx Xxxxxx Patent and Trademark Office in order to assign and transfer the trademarks and patents covered thereby to any Person, including, without limitation, the Lenders; and (f) direct the Borrowers not to make any payment to the holders of the Subordinated Notes, whether such payment is in respect of principal, premium or interest that would otherwise be due and payable immediatelyto the holders of the Subordinated Notes. The Agent shall have the right, without notice of advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory and equipment, whether in its then condition or after further preparation or processing, in the name of the Borrowers or Lenders, or in the name of such other party as the Lenders may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and Agent or any Lender shall have the right to purchase at any such declaration sale. If any Inventory and equipment shall require rebuilding, repairing, maintenance or preparation, the same Agent shall become have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and equipment in such saleable form as Agent shall be immediately due deem appropriate. The Borrowers agree, at the request of the Agent, to assemble the Inventory and payable; and (ii) Take whatever action equipment and to make it available to the Agent at law places which the Agent shall select, whether at the premises of the Borrowers or in equity or under elsewhere, and to make available to the Agent the premises and facilities of any of the Loan Documents and/or any Bond Document as may appear necessary Borrowers for the purpose of the Agent taking possession of, removing or desirable to collect putting the payments Inventory and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesequipment in saleable form. However, or to exercise any right or remedy or to enforce performance and observance if notice of intended disposition of any obligationCollateral is required by law, agreement it is agreed that five (5) days notice shall constitute reasonable notification and full compliance with the law. The Agent shall be entitled to use all Proprietary Rights and computer software programs and databases used by the Borrowers in connection with their respective businesses or covenant in connection with the Collateral. The net cash proceeds resulting from the Agent's exercise of any of the Borrower under this Agreementforegoing rights (after deducting all charges, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivershipcosts and expenses, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interestincluding reasonable attorneys' fees) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and applied ratably to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment of the costs Lender Obligations, whether due or to become due, in such order as the Agent may elect. The Borrowers shall remain liable to Lenders for any deficiencies, and expenses Lenders in turn agree to remit to the Borrowers or its successors or assigns, any surplus resulting therefrom to the extent any such surplus is paid to the Lenders and they have the legal right to retain it. The enumeration of the proceedings resulting in foregoing rights is not intended to be exhaustive and the collection exercise of such moneys and any right shall not preclude the exercise of the expensesany other rights, liabilities and advances incurred or made by the Issuer or the Trustee on behalf all of the Issuer and their respective counsel, which shall be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectioncumulative.

Remedies on Default. (a) Whenever any Upon (i) the occurrence and during the continuation of an Event of Default referred to (other than an Event of Default described in Section 7.01 shall have occurred 8.01(j) or (k)) and be continuing(ii) the receipt of written instructions by the Administrative Agent from the Required Lenders, the Trustee, as assignee Administrative Agent shall (x) terminate all obligations of the IssuerLenders to the Company, mayincluding, andwithout limitation, the Commitments and all obligations to make Advances under this Agreement, and (y) 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 bankruptcy, receivership or other judicial proceedings) and all other Obligations immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived. (b) Upon the case occurrence of an Event of Default under Section 7.01(i), (j8.01(j) or (k) or at the direction all obligations of the Significant Bondholder, shall: (i) By notice in writing Lenders to the Borrower declare Company, including, without limitation, the unpaid indebtedness on the Loan and under this Agreement Commitments, shall terminate automatically and the Notes to be due Notes, including, without limitation, principal, accrued interest and payable immediatelycosts of collection (including, without limitation, reasonable attorneys' fees if collected by or through an attorney at law or in bankruptcy, receivership or other judicial proceedings) and upon any such declaration the same shall become and all other Obligations shall be immediately due and payable; and, without presentment, demand, protest, or any other notice of any kind, all of which are expressly waived. (iic) Take whatever action at law or in equity or under any Upon the occurrence of an Event of Default and acceleration of the Loan Documents and/or any Bond Document Notes as may appear necessary provided in (a) or desirable to collect (b) above, the payments and other amounts then due and thereafter to become due hereunder or thereunder or under Administrative Agent with the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant written consent of the Borrower Required Lenders, may pursue any remedy available under this Agreement, the Notes Notes, the Security Documents or any other Loan Document and/or any Bond Document, or available at law or in equity, all of which shall be cumulative. The order and manner in which the rights and remedies of the Lenders under the Loan Documents and otherwise may be exercised shall be determined by the Required Lenders. (bd) In case Regardless of how each Lender may treat the payments for the purpose of its own accounting, for the purpose of computing the Company's obligations hereunder and under the Notes, no application of the pendency payments will cure any Event of any receivershipDefault or prevent acceleration, insolvencyor continued acceleration, liquidationof amounts payable under the Loan Documents or prevent the exercise, bankruptcyor continued exercise, reorganization, arrangement, adjustment, composition of rights or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest remedies of the Loan shall then be due and payable as therein expressed Lenders hereunder or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselunder applicable law. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 If there shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of continuing an ------------------- Event of Default under Section 7.01(i), (j) or (k) or at the direction terms of the Significant BondholderCredit Agreement, shall: (i) By notice in writing then the Administrative Agent shall have such rights and remedies with respect to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement Collateral or any part thereof and the Notes to be due proceeds thereof as are provided by the Code and payable immediately, such other rights and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action remedies with respect thereto which it may have at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Security Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative including to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance extent not inconsistent with the provisions of the IndentureCode, the right to take over and collect all or any of Grantor's accounts and all or any of the other Collateral which consists of amounts owing to any Grantor. No To this end, the Administrative Agent shall have the right to (a) transfer all or any part of any of Grantor's Collateral into the Administrative Agent's name or into the name of its nominee or nominees and 188 thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of Grantor's Collateral, whether accounts or otherwise, to make payment thereon directly to the Administrative Agent, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage all or any Collateral of any Grantor; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from any Collateral of any Grantor, now or hereafter in the hands of the Administrative Agent, on deposit or otherwise, belonging to any Grantor, in accordance with Section 9 hereof; (e) direct any insurer to make payment of any insurance proceeds, directly to the Administrative Agent, and apply such moneys to the payment of the Secured Indebtedness in accordance with Section 9 hereof; (f) receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate; (g) endorse the name of the Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Administrative Agent as proceeds of or relating to such Grantor's Collateral; (h) demand, xxx for, collect, compromise and give acquittances for any and all Collateral of any Grantor; (i) prosecute, defend or compromise any action, claim or proceeding with respect to any Collateral of any Grantor; (j) notify the debtors of any Grantor of the assignment of their debts and direct them to make payment to the Administrative Agent; and (k) take such other action taken pursuant as the Administrative Agent may deem appropriate, including extending or modifying the terms of payment of the debtors of any Grantors. In addition, upon the occurrence and during the continuance of an Event of Default, each Grantor, at the request of the Administrative Agent, shall assemble all or any portion of such Grantor's Collateral at such locations as the Administrative Agent shall designate which are reasonably convenient to such Grantor, and the Administrative Agent may, with the consent of the Required Banks, sell, assign, give an option or options to purchase or otherwise dispose of all or any part of the Collateral at any public or private sale at such place or places and at such time or times and upon such terms, whether for cash or on credit, and in such manner, as the Administrative Agent may determine, and apply the proceeds so received in accordance with Section 9 hereof. Written notice of sale mailed by certified mail, return receipt requested, to the Grantor whose Collateral is to be sold, at least fifteen (15) days prior to such sale shall be deemed reasonable notice. In the event of a breach by any of the Grantors in the performance of any of the terms of this SectionSecurity Agreement, the Administrative Agent may demand specific performance of this Security Agreement and seek injunctive relief and may exercise any other remedy, available at law or in equity, it being recognized that the remedies of each of the Administrative Agent and the Banks at law may not fully compensate each of the Administrative Agent and the Banks for the damages they may suffer in the event of a breach hereof.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) the Lender may, at its option and without any further notice, demand, presentment, protest or (k) or at other action, declare the direction then unpaid balance of the Significant BondholderObligations (including, shall: (ibut not limited to, principal and interest under the Note) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and . Furthermore, unless prohibited by applicable law, the Obligations secured hereby shall automatically and simultaneously mature and become due and payable, without notice or demand, upon any Event of Default pursuant to Section 7.1(f). If all or any part of the Obligations secured hereby are not paid as and when due and payable, whether by acceleration or otherwise, then the Lender may, at its option, without notice or demand of any kind: (ii2) Take whatever action at law obtain appointment of a receiver for all or in equity or under any of the Loan Documents and/or Collateral, the Borrower hereby consenting to the appointment of such a receiver and agreeing not to oppose any Bond Document such appointment. Any receiver so appointed shall have such powers as may appear be conferred by the appointing authority including any or all of the powers, rights and remedies which the Lender is authorized to exercise by this Agreement or any of the other Loan Documents, and shall have the right to incur such obligations and to issue such certificates therefor as the appointing authority shall authorize; (3) transfer all or any part of the Collateral into the name of the Lender or its nominee, at the Borrower's expense, with or without disclosing that such Collateral is subject to the Lender's security interest; (4) enter upon premises upon which the Collateral is located and, to the extent permitted by law without legal process, take exclusive possession of the Collateral, and redeem the Collateral, or any part thereof (irrespective of redemption penalty); (5) appropriate and apply toward payment of such of the Obligations, and in such order of application, as the Lender may from time to time elect, all or any part of any balances, credits, items or monies in any Lender deposit or deposit account constituting a part of the Collateral; (6) sell the Collateral at public or private sale, either in whole or in part, and the Lender may purchase the Collateral at any such public sale and at any private sale as permitted by law. Such sale shall result in the sale, conveyance and disposition of all right, title and interest of the Borrower in all or any part of the Collateral which is the subject of such a disposition and the Lender is authorized as attorney‑in‑fact for the Borrower to sign and execute any transfer, conveyance or instrument in writing that may be necessary or desirable to collect effectuate any such disposition of the payments Collateral, which power shall be coupled with an interest; and (7) exercise all other amounts then due and thereafter to become due hereunder or thereunder or rights of a secured party under the Notes, UCC and all other rights under law or pursuant to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, all of which shall be cumulative. If any notification of intended disposition of any Collateral is required by law, reasonable notification shall be deemed given if written notice is deposited in the Notes U.S. Mail, first class or certified postage prepaid, addressed to the Borrower and such other persons or entities as the Lender deems to be appropriate, stating all items required by applicable statutes, including the time and place of any other Loan Document and/or public sale or the time after which any Bond Document. private sale or disposition is to be made, at least ten (10) days prior thereto. The proceeds of any disposition of the Collateral shall be applied in the following order (a) First, to pay all costs and expenses associated with the retaking, holding, preparation and disposition of the Collateral; (b) In case of Then to pay attorneys' fees; (c) Next, to pay all accrued but unpaid interest upon the pendency of any receivershipObligations in such order as the Lender may determine in its discretion; and (d) Finally, insolvencyto all unpaid principal outstanding upon the Obligations, liquidationwhether or not due and payable, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative in such order as the Lender may determine in its discretion. Any remaining surplus shall be paid to the BorrowerBorrower or otherwise in accordance with law. If the proceeds of such disposition are insufficient to pay the Obligations in full, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by Persons liable thereon shall remain fully obligated to the Borrower Lender for the unpaid balance thereof. Nothing contained in accordance with this Agreement and shall obligate the other Loan Documents and Lender to file such other papers collect, sell or documents as may be necessary otherwise dispose of any or advisable in order to have the claims all of the Trustee (including Collateral prior to exercising any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys other rights or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments remedies available to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselLender. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) may take any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps: (ia) By written notice in writing to Company, the Trustee, on behalf of the Issuer, may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2007 Series B Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, including, from and after the Notes or Effective Date, any other Loan Document and/or any Bond Document. (b) remedies available in respect of the First Mortgage Bonds. In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(c) or (d) above, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2007 Series B Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2007 Series B Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2007 Series B Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred happened and be continuingsubsisting, the Trustee, as assignee any one or more of the Issuer, may, and, in following steps may be taken: (a) After ten (10) days written notice to the case Borrower of an the proposed action and provided that the Event of Default under Section 7.01(i)has not been duly cured, (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower Lender may declare the unpaid indebtedness principal of and interest on the Loan and under this Agreement Borrower Subordinate Promissory Note and the Notes Note, and all or any amounts of Loan Repayments thereafter to be become due and payable immediately, and upon any such declaration under Section 5.01 hereof for the same shall become and shall remainder of the term of this Loan Agreement to be immediately due and payable; and, whereupon the same shall become immediately due and payable, together with any additional payments due under Sections 5.02, 5.05, 8.04, 8.05 or otherwise under this Loan Agreement. (iib) Take The Lender may take whatever action at law or in equity that appears necessary or under desirable to enforce this Loan Agreement or any of the other Subordinate Loan Documents and/or in accordance with the provisions hereof or thereof. Any amounts collected by the Lender or any Bond Document as other Holder pursuant to action taken under the foregoing paragraphs shall be applied first to advances and expenses of the Lender or other Holder, then to payment of the Note (interest first, and then principal), and any excess to the Borrower. Whenever any Default shall occur, the Lender or any other Holder (or the Issuer with respect to Sections 5.02, 7.01, 8.04 or 9.09 hereof) may take whatever action at law or in equity, including all of the remedies available under the Subordinate Loan Documents or Uniform Commercial Code of the State, which may appear necessary or desirable to collect the any payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, 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 Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever Subject to Section 6.1 hereof, whenever any Loan Default Event of Default referred to in Section 7.01 shall have occurred and shall be continuing, (a) The Trustee, by written notice to the Authority, the TrusteeBorrower, as assignee of the IssuerGuarantor and the Bank, mayif any, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower shall declare the unpaid indebtedness on balance of the Loan and Repayments payable under Section 4.2(a) of this Agreement and the Notes 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 upon payable under the Indenture. Upon any such declaration the same declaration, such amount shall become and shall be immediately due and payable; andpayable as determined in accordance with Section 7.01 of the Indenture and the Trustee shall immediately draw upon the 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. (iib) Take 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 Borrower; provided that the Trustee shall be obligated to protect the confidentiality of such information to the extent provided by State and federal law and prevent its disclosure to the public, except the Authority. (c) The Authority or the Trustee may take whatever other action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement; provided, however, that acceleration of the unpaid balance of the Loan Repayments is not a remedy available to the Authority. (d) 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 Notes Borrower, the Trustee and the Authority shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Authority shall continue as though no such action had been taken. (e) The Borrower covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Repayment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Borrower 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 at the rate then borne by the Bonds on the day prior to the occurrence of such default. (f) In case the Borrower 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 Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable. (g) In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other Loan Document and/or any Bond Document. (b) In applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding proceedings relative to the Borrower, the Trustee (irrespective of whether the principal and interest creditors or property of the Loan shall Borrower, then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute such amounts as provided in the sameIndenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements and advances of the Trusteeincluding reasonable expenses, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment of the costs and expenses fees of counsel incurred by the proceedings resulting in Trustee up to the collection date of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectiondistribution.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing remedial steps may be taken: (ia) By notice in writing to if none of the Borrower declare the unpaid indebtedness on proceeds of the Loan has been disbursed into the Escrow Account, the Director may terminate any and all of the Director’s obligations under this Agreement and the Notes Commitment; (b) if the Loan has not been fully disbursed into the Escrow Account, the Director may terminate any and all of the Director’s obligations under this Agreement and the Commitment to make any further advance of proceeds of the Loan into the Escrow Account; (c) if the Escrow Funds have not been fully disbursed from the Escrow Account, the Director may terminate any and all of the Director’s obligations under this Agreement and the Commitment, to approve or permit any further disbursements from the Escrow Account and at the request of the Director, all amounts then held in the Escrow Account shall be due and payable immediately, and upon any such declaration disbursed to the same shall become and shall Director; (d) the Director may declare all payments under the Note to be immediately due and payable; and, whereupon the same shall become immediately due and payable; (iie) Take whatever action the Director may exercise any or all or any combination of the remedies specified in any Loan Document; (f) the Director may have access to, inspect, examine and make copies of the books and records, accounts and financial data of the Company and the Guarantor; or (g) the Director may pursue all remedies now or hereafter existing at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other all amounts then due and thereafter to become due hereunder under this Agreement, the Security Documents, the Note, the Guaranty or thereunder or under the Notesany other Loan Documents, or to exercise any right or remedy or to enforce the performance and observance of any obligation, other obligation or agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselDocuments. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. If any of the Events of Default hereinabove specified in Section 18.1 of this Lease shall occur, Landlord, at any time thereafter, 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 referred such termination, including, without limitation, (i) all Base Rent and Additional Rent (ii) all other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder, (iii) all costs and expenses of Landlord in Section 7.01 connection with the recovery of possession of the Premises, including reasonable attorneys' fees and court costs, (iv) all free rent credits and rental abatements, if any, granted to Tenant as concessions in connection with this Lease, and (v) all 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, 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; and (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 of this Lease), 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 be the sole judge as to the terms and provisions of any new lease or sublease and of whether or not a particular proposed new tenant or subtenant is acceptable to Landlord. Upon any reletting, all rents, whether Base Rent or Additional Rent, received by the Landlord from such reletting shall be continuingapplied, (a) first, to the payment of all costs and expenses of recovering possession of the Premises, (b) second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys' fees and the cost of any alterations, restorations and repairs reasonably required for such reletting; (c) third, to the payment of any indebtedness, other than rent, due hereunder from Tenant to the Landlord, (d) fourth, to the repayment of Landlord of all free rent credits and rental abatements, if any, granted to Tenant as concessions in connection with this lease, (e) fifth, to the payment of all rents due and unpaid hereunder, and (f) sixth, the Trusteeresidue, if any shall be held by the Landlord and applied in payment of future rents 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 pay any such deficiency to the Landlord within ten (10) days after demand therefor and upon Tenant's failure to do so, 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 xxx 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. 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; and (c) Landlord may, without re-entering, retaking or resuming possession of the Premises, xxx for all rents, including Base Rent and Additional 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, or (ii) at Landlord' s option, Landlord may accelerate the maturity and due date of the whole or any part of Base Rent and Additional Rent for the entire then remaining unexpired balance of the term of this Lease, together with the amount of all free rent credits and rental abatements, if any, granted to Tenant as concessions in connection with this Lease, as assignee 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 Issuertime of such acceleration, maysuch that all sums due and payable under this Lease shall, following such acceleration, be treated as being and, in the case of an Event of Default under Section 7.01(i)fact, (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and in advance as of the date of such acceleration. For purposes of determining the total amount due from Tenant to Landlord upon any such declaration the same acceleration, Base Rent and Additional Rent shall become and shall each be immediately due and payable; and (ii) Take whatever action at law or treated as being subject to increase in equity or under any each remaining Lease Year of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts entire then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant remaining balance of the Borrower under this AgreementLease Term at the rate of five percent (5%) per year. However, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative all accelerated sums due from Tenant to Landlord pursuant to the Borrower, the Trustee foregoing provisions of this subparagraph (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interestc) shall be entitled and empoweredsubject to adjustment to the then-present value of such accelerated sums at the time of their actual payment by Tenant to Landlord based upon a twelve percent (12%) discount rate, which discount rate is agreed upon by, and shallacceptable to, at the written direction each party hereto as evidenced by each party's execution of this Lease. Landlord may recover and collect all such unpaid rents and other sums so sued for by Tenant by distress, levy, execution or otherwise. Regardless of which of the Significant Bondholder, if any, alternative remedies is chosen by intervention Landlord under the foregoing provisions of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. subparagraph (c) Any amounts collected pursuant ), Landlord shall not be required to action taken under this Section 7.02 shall, after relet 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken Premises nor exercise any other right granted to Landlord pursuant to this SectionLease, nor shall Landlord be under any obligation to minimize or mitigate Landlord's damages or Tenant's loss as a result of Tenant's breach of or default under this Lease.

Remedies on Default. (a) Whenever any an Event of Default referred to in Section 7.01 5.01 hereof shall have occurred and be continuing, the Trustee, as assignee Borrower acknowledges the rights of the Issuer, may, and, Trustee to direct any and all remedies in accordance with the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction terms of the Significant BondholderBond Indenture, shall: (i) By notice in writing and the Borrower also acknowledges that the I-Bank shall have the right to take, or to direct the Trustee to take, any action permitted or required pursuant to the Borrower declare the unpaid indebtedness on the Loan Bond Indenture and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take take whatever other action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder to enforce the observance and performance of any duty, covenant, obligation or under agreement of the NotesBorrower hereunder. In addition, if an Event of Default referred to in Section 5.01(a) hereof shall have occurred and be continuing, the I-Bank shall, to the extent allowed by applicable law and to the extent and in the manner set forth in the Bond Indenture, have the right to declare, or to exercise any right or remedy or direct the Trustee to enforce performance declare, all Loan Repayments and observance of any obligationall other amounts due hereunder (including, agreement or covenant of without limitation, payments under the Borrower under this Agreement, Bond) together with the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholderprepayment premium, if any, calculated pursuant to Section 3.07 hereof to be immediately due and payable, and upon notice to the Borrower the same shall become due and payable without further notice or demand. In addition, if an Event of Default referred to in Section 5.01(i) hereof shall have occurred and be continuing, the I-Bank shall, to the extent allowed by intervention of such proceeding applicable law and to the extent and in the manner set forth in the Bond Indenture, have the right to declare, or otherwise, to direct the Trustee to declare, (i) To file and prove following the occurrence of such Event of Default, a claim for loan performance recovery fee of one percent (1.00%) of the whole initial principal amount of principal the Loan, to be immediately due and interest owing payable, and unpaid on upon notice to the Borrower the same shall become due and payable without further notice or demand, and (ii) thereafter (and in addition to the imposition of the loan performance recovery fee described in the preceding clause (i)), to the extent that such Event of Default remains uncured more than ninety (90) days after the occurrence thereof, all Loan Repayments and all other amounts owed by due hereunder (including, without limitation, payments under the Borrower in accordance Bond) together with this Agreement the prepayment premium, if any, calculated pursuant to Section 3.07 hereof to be immediately due and the other Loan Documents payable, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments upon notice to the Trustee, and, in Borrower the event that the Trustee same shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount become due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counselpayable without further notice or demand. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 If there shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of continuing an ------------------- Event of Default under Section 7.01(i), (j) or (k) or at the direction terms of the Significant BondholderLoan Agreement, then the Lender shall: (i) By notice , subject to any restrictions set forth in writing the Termination Agreement, have such rights and remedies with respect to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement Collateral or any part thereof and the Notes to be due proceeds thereof as are provided by the Code and payable immediately, such other rights and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action remedies with respect thereto which it may have at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Security Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative including to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance extent not inconsistent with the provisions of the IndentureCode or any other applicable Law, the right to take over and collect the Collateral which consists of amounts owing to Grantor to the extent not prohibited by applicable law. No To this end, the Lender shall have the right to (a) transfer all or any part of any of the Collateral into the Lender's name or into the name of its nominee or nominees and thereafter receive all cash, stock and other dividends or distributions paid or payable in respect thereof, and otherwise act with respect thereto as the absolute owner thereof; (b) notify the obligors on any of the Collateral, whether accounts or otherwise, to make payment thereon directly to the Lender, whether or not the Grantor was theretofore making collections thereon; (c) take control of and manage the Collateral; (d) apply to the payment of the Secured Indebtedness, whether it be due and payable or not, any moneys, including cash dividends and income from the Collateral, now or hereafter in the hands of the Lender, on deposit or otherwise, belonging to Grantor, in accordance with Section 9 hereof; (e) endorse the name of the Grantor upon any checks or other evidences of payment or any document or instrument that may come into the possession of the Lender as proceeds of or relating to such Grantor's Collateral; (f) demand, xxx for, collect, compromise and give acquittances for the Collateral; (g) prosecute, defend or compromise any action, claim or proceeding with respect to the Collateral; and (h) take such other action taken pursuant as the Lender may deem appropriate, including extending or modifying the terms of payment of the debtors of Grantor. In addition, upon the occurrence of an Event of Default but subject to any restrictions set forth in the Termination Agreement, Grantor, at the request of the Lender, shall assemble all or any portion of the Grantor's Collateral at such locations as the Lender shall designate which are reasonably convenient to Grantor, and the Lender may sell, assign, give an option or options to purchase or otherwise dispose of all or any part of the Collateral at any public or private sale at such place or places and at such time or times and upon such terms, whether for cash or on credit, and in such manner, as the Lender may determine, and apply the proceeds so received in accordance with Section 9 hereof. Written notice of sale mailed by certified mail, return receipt requested, to the Grantor, at least ten (10) days prior to such sale shall be deemed reasonable notice. In the event of a breach by Grantor in the performance of any of the terms of this SectionSecurity Agreement, the Lender may demand specific performance of this Security Agreement and seek injunctive relief and may exercise any other remedy, available at law or in equity, it being recognized that the remedies of the Lender at law may not fully compensate the Lender for the damages it may suffer in the event of a breach hereof.

Remedies on Default. (a) Whenever Subject to Section 7.1 hereof, whenever any Loan Default Event of Default referred to in Section 7.01 shall have occurred and shall be continuing, the , (a) The Trustee, as assignee of by written notice to the Issuer, maythe Company and the Credit Provider, andif any, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower shall declare the unpaid indebtedness on balance of the Loan and loan payable under Section 4.2(a) of this Agreement and the Notes 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 upon payable under the Indenture. Upon any such declaration the same such amount shall become and shall be immediately due and payable; andpayable as determined in accordance with Section 7.1 of the Indenture. (iib) Take 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. (c) The Issuer or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement. (d) If applicable, the Notes Trustee shall 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, the Credit Provider, if any, 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, the Credit Provider, if any, or the Issuer, then, and in every such case, the Company, the Trustee, the Credit Provider, if any, 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, the Credit Provider, if any, and the Issuer 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 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 Loan Document and/or any Bond Document. (b) In applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding proceedings relative to the BorrowerCompany, or the creditors or property of the Company, then the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to the Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute such amounts as provided in the sameIndenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee, trustee, liquidator, sequestrator (assignee or other similar official) trustee in any such judicial proceeding bankruptcy or reorganization is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee and the Issuer any amount due to it each of them for the their respective reasonable compensation, compensation and expenses, disbursements including reasonable expenses and advances fees of counsel incurred by each of them up to the Trusteedate 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 7.1(d) hereof, its agent or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and counsel. (c) Any amounts collected pursuant compensation for services so rendered are intended to action taken under this Section 7.02 shall, after the payment of the costs and constitute expenses of administration under the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred United States Bankruptcy Code or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionequivalent law.

Remedies on Default. (a) Whenever Subject to Section 7.1 hereof, whenever any Loan Default Event of Default referred to in Section 7.01 shall have occurred and shall be continuing, (a) The Trustee, by written notice to the Authority, the TrusteeBorrower and the Credit Provider, as assignee of the Issuerif any, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower shall declare the unpaid indebtedness on balance of the loan payable under Section 4.2(a) of this Loan Agreement and under this Agreement and the Notes First Mortgage Bonds 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 upon payable under the Indenture. Upon any such declaration the same such amount shall become and shall be immediately due and payable; andpayable as determined in accordance with Section 7.1 of the Indenture. (iib) Take 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 Borrower. (c) The Authority or the Trustee may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear be necessary or desirable to collect the payments and other amounts then due and thereafter to 2716988.7 become due hereunder or thereunder or under the Notes, 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. (d) If applicable, the Notes Trustee shall 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. (e) The First Mortgage Bonds may be redeemed, together with interest then due thereon, by delivery of written notice of the Authority's or the Trustee's exercise of such option to the Trustee and the Borrower, such payments to be immediately due and payable, subject to the terms and conditions of the Mortgage Indenture, or the First Mortgage Bonds may be sold in conformity with the provisions of the New Jersey Uniform Commercial Code (provided the same is in compliance with all securities laws); In case the Trustee, the Credit Provider, if any, or the Authority shall have proceeded to enforce its rights under this Loan Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Credit Provider, if any, or the Authority, then, and in every such case, the Borrower, the Trustee, the Credit Provider, if any, and the Authority shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee, the Credit Provider, if any, and the Authority shall continue as though no such action had been taken. The Borrower 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 and under the First Mortgage Bonds, then, upon demand of the Trustee, the Borrower will pay to the Trustee the whole amount that then shall have become due and payable under said Section 4.2(a) and under the First Mortgage Bonds, with interest on the amount then overdue at the rate then borne by the Bonds on the day prior to the occurrence of such default. In case the Borrower 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 Borrower 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 Borrower under the federal bankruptcy laws or any other Loan Document and/or any Bond Document. (b) In applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding proceedings or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the pursuant to this Loan and all other amounts owed by the Borrower Agreement and, in accordance with this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments proceedings relative to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this SectionBorrower,

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing8.1 hereof occurs, the Trustee, as assignee Bank may take any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing remedial steps: (a) The Bank, at its option, may (i) By notice demand that the Trustee exercise its remedies under the Indenture and accelerate the maturity of the Bonds (in writing which event the Trustee is required to immediately draw under the Borrower declare Letters of Credit pursuant to Section 9.2(a) of the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediatelyIndenture), and upon any such declaration (ii) declare all amounts payable under Article III hereof (including amounts payable as a result of a drawing under the same shall become and shall Letters of Credit as described in clause (i) above), together with all other moneys payable hereunder, to be immediately due and payable; and, whereupon the same shall become immediately due and payable, by written notice to that effect given to the Lessee, without protest, presentment, or further notice or demand, all of which are expressly waived by the Lessee. Upon such declaration by the Bank, payment of all amounts due under Article III hereof (including amounts payable as a result of a drawing under the Letters of Credit as described in clause (i) above) shall be made immediately by the Lessee, and the Lessee hereby promises to pay such amount immediately, to the Bank. Upon payment in full of all of the Lessee’s obligations under this Reimbursement Agreement, whether contingent or otherwise, but only upon the expiration of this Reimbursement Agreement, any remaining surplus of such funds held by the Bank as a result of payment pursuant to this Section 8.2(a) shall be applied first to pay any unpaid Administration Expenses and any remainder shall be returned to the Lessee, unless otherwise agreed by the Lessee and the Bank. (iib) Take The Bank may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant all of the Borrower Lessee’s obligations under this Reimbursement Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) The Bank, with or without resort to judicial process, may take such steps as the Bank deems appropriate to protect the Property from depredation or injury, including (without limitation) employment of watchmen or other protective services, and any expenses incurred by the Bank in taking such steps shall be paid by the Lessee to the Bank as provided in Section 9.9 hereof. (d) The Bank may proceed under the Maryland Uniform Commercial Code (or under the Uniform Commercial Code of any other jurisdiction in which any security for the Issuer’s Letter of Credit Obligations may be located from time to time) as to all or any part of the security for the Issuer’s Letter of Credit Obligations, and in conjunction therewith exercise all of the rights, remedies and powers of a secured party under the Maryland Uniform Commercial Code (or under the Uniform Commercial Code of any other jurisdiction in which any security for the Issuer’s Letter of Credit Obligations may be located from time to time), including, without limitation, taking possession of any security for the Lessee’s obligations under this Reimbursement Agreement without judicial process pursuant to Section 9-609 of the Maryland Uniform Commercial Code. Upon the occurrence of any Event of Default hereunder, the Lessee shall assemble all of the security for the Lessee’s obligations under this Reimbursement Agreement, and make the same available to the Bank. Any notification required by Section 9-611 of the Maryland Uniform Commercial Code shall be deemed reasonably and properly given if mailed certified mail, return receipt requested, postage prepaid, by the Bank to the Lessee at the address specified in Section 9.1 hereof at least 10 days before any sale or other disposition of the security for the Lessee’s obligations under this Reimbursement Agreement, or any portion thereof. Disposition of the security for the Lessee’s obligations under this Reimbursement Agreement, or any portion thereof, shall be deemed commercially reasonable if made pursuant to a public offering advertised at least twice in a newspaper of general circulation in the community in which the Property is located. (e) The Bank may exercise any and all remedies available to it under the Collateral Pledge Agreement, any of the Bond Documents and any of the Letter of Credit Documents. No action taken pursuant to this Section shall relieve the Lessee from any of the Lessee’s obligations under this Reimbursement Agreement, all of which shall survive any such action, and the Bank may take whatever action at law or in equity as may appear necessary and desirable to collect the payments and other amounts then due and thereafter to become due or to enforce the performance and observance of the Lessee’s obligations under this Reimbursement Agreement. Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, shall be paid into over to the Redemption Fund (unless otherwise provided in this Agreement) Bank and applied in accordance with to the provisions of the Indenture. No action taken pursuant to Lessee’s obligations under this SectionReimbursement Agreement.

Remedies on Default. ‌ (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shall: (i) By notice in writing to the Borrower declare the unpaid indebtedness on the Loan and under this Agreement and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 7.01 9.1 hereof shall have occurred happened and be continuing, the Trustee, as assignee on behalf of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) may take any one or (k) or at the direction more of the Significant Bondholder, shallfollowing remedial steps: (ia) By written notice in writing to Company, the Trustee, on behalf of the Issuer, may declare an amount equal to the Borrower declare the unpaid indebtedness principal and accrued interest on the Loan and under this Agreement and 2006 Series B Bonds then Outstanding, as defined in the Notes Indenture, to be immediately due and payable immediatelyunder this Agreement, and upon any such declaration whereupon the same shall become and shall be immediately due and payable; and. (iib) Take The Trustee, on behalf of the Issuer, may have access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax and other tax returns of Company. (c) The Trustee, on behalf of the Issuer, may take whatever action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesdue, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower Company under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) . In case there shall be pending a proceeding of the pendency of any receivershipnature described in Section 9.1(c) or (d) above, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of in such proceeding or otherwise, (i) To , to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with pursuant to this Agreement and the other Loan Documents and 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To proceedings relative to Company, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims claims, and to distribute the same. Any same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, assignee, trustee, trustee or liquidator, sequestrator (or other similar official) of Company appointed in any connection with such judicial proceeding proceedings is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, and to pay to the Trustee any amount due to it for the reasonable compensation, compensation and expenses, disbursements including reasonable counsel fees and advances expenses incurred by it up to the date of the Trustee, its agent and counsel. (c) such distribution. Any amounts collected pursuant to action taken under this Section 7.02 shall, after (other than the payment of the costs compensation and expenses of the proceedings resulting referred to in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer and their respective counsel, immediately prior sentence) shall be paid into the Redemption Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture or, if the 2006 Series B Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture. No action taken pursuant ) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to this Sectionaccrue through final payment of the 2006 Series B Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2006 Series B Bonds have been paid, such amounts so collected shall be paid to Company.

Remedies on Default. (a) Whenever any Event of Default referred to in Section 7.01 shall have occurred and be continuing, Upon the Trustee, as assignee of the Issuer, may, and, in the case occurrence of an Event of Default under Section 7.01(i)Default, (j) or (k) Lender may then, or at any time after the direction occurrence and during the continuation of the Significant Bondholdersuch Event of Default, shall: upon written notice to Operator, (i) By notice in writing to declare all of the Borrower declare Obligations immediately due and payable, and whereupon, the unpaid indebtedness on the Loan and under this Agreement and the Notes to Obligations shall be due and payable automatically and immediately, without further notice or demand, which Operator expressly waives, and upon any such declaration proceed to enforce payment of the same shall become and shall be immediately due and payableObligations; and (ii) Take whatever action at exercise all of the rights and remedies afforded to Lender (A) pursuant to the terms of this Agreement and/or any of the Loan Documents, (B) under the UCC, and/or (C) by law or and/or in equity (subject, however, to any limitations imposed by applicable law with respect to the Healthcare Assets); (iii) collect and receive the proceeds of all Awards (as defined in Exhibit B), the rights of Operator thereto and shares of Operator therein being hereby assigned to Lender, and give proper receipts and acquittances therefor and apply, at its option, the net proceeds thereof, after deducting expenses of collection, as a credit upon any portion, as selected by Lender, of the Obligations; (iv) require Operator to assemble the Collateral and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties, and (v) without limiting the provisions of Section 1(c), apply, or instruct another Person to apply, to the Obligations the balance of any deposit account that is part of the Collateral. Without limitation of those rights and remedies, Lender may, upon written notice to Operator, take, and publicly or privately sell or convey, full right, title and interest in and to the Collateral, or any part of it, in the name of Lender and/or its designees. Subject to the terms of this Agreement, and subject to any restrictions in applicable law with respect to the Healthcare Assets, Operator hereby constitutes and appoints Lender as its true and lawful attorney in fact to assign and transfer its interest in any or all of the Collateral if an Event of Default occurs. This power is coupled with an interest and is irrevocable. If any notice is required by law for Lender to make a sale or other disposition of the Collateral, Lender and Operator agree that notice shall not be unreasonable as to time if given in compliance with this Agreement ten (10) days before any sale or other disposition of the Collateral. All reasonable attorneys’ and paralegal fees and other legal expenses incurred by Xxxxxx to collect the Obligations, to retake, hold, prepare for sale, and to dispose of the Collateral shall be (i) payable to Lender on its demand for payment, (ii) part of the Obligations, and (iii) secured by the Collateral. Operator further specifically agrees that, in any exercise of the rights of Lender under this Agreement or under any of the Loan Documents Documents, (i) any combination of the Collateral and/or any Bond Document as other security for the Obligations may appear be offered for sale and (ii) all of the Collateral and/or any other security for the Obligations may be sold for one total price, and the proceeds of any such sale accounted for in one account without distinction among the items of security or without assigning to them any proportion of such proceeds, Operator hereby waiving the application of any doctrine of marshaling. Operator shall cooperate in any legal and lawful manner necessary or desirable required, to collect the payments permit Lender or its successors and other amounts then due and thereafter to become due hereunder or thereunder or under the Notesassigns, or its nominee to exercise any right continue to operate and maintain the Healthcare Facility for the Approved Use in Operator name, place and stead. For this purpose, and to the extent not prohibited by applicable law with respect to the Healthcare Assets, Operator irrevocably appoints Xxxxxx, its successors and assigns, as Operator true and lawful attorney-in-fact, to do all things necessary or remedy or to enforce performance and observance of any obligation, agreement or covenant of required by the Borrower under this Agreement, state in which the Notes Project is located or any other Loan Document and/or any Bond Document. (b) In case of government authority with jurisdiction over the pendency Project, including, but not limited to, the provision of any receivershipand all information and data, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled fees and empoweredother charges, and shallthe execution of documents, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making name of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements Operator. This power is coupled with an interest and advances of the Trustee, its agent and counselis irrevocable. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Section

Remedies on Default. Upon the happening of any Event of Default, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Deed of Trust or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies: (a) Whenever Lender may terminate its obligation to advance any Event of Default referred to in Section 7.01 shall have occurred and be continuing, the Trustee, as assignee further principal of the IssuerLoan pursuant to this Agreement by Notice to Borrower. (b) Lender may accelerate all of Borrower’s Obligations under the Loan Documents whereupon such Obligations shall become immediately due and payable, maywithout notice of default, andacceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by Borrower). (c) Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (d) Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. (e) Lender may enter into possession of the Property and perform any and all work and labor necessary to complete the development of the Land and the construction of the Improvements (whether or not in accordance with the Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrower under the Revolving Loan Note and shall be secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of Borrower, and hereby empowers said attorney or attorneys, in the case name of an Event of Default under Section 7.01(i), (j) Borrower or (k) or at the direction of the Significant Bondholder, shallLender: (i) By notice in writing to To use any funds of Borrower including any balance which may be held by Lender and any funds which may remain unadvanced hereunder for the Borrower declare purpose of completing the unpaid indebtedness on development of the Loan and under this Agreement Land and the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable; and (ii) Take whatever action at law or in equity or under any construction of the Loan Documents and/or any Bond Document as may appear necessary Improvements, whether or desirable to collect not in the payments manner called for in the Plans and other amounts then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Trustee (irrespective of whether the principal and interest of the Loan shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; andSpecifications; (ii) To collect make such additions and receive any moneys changes and corrections to the Plans and Specifications as shall be necessary or other property payable desirable in the judgment of Lender to complete the development of the Land and the construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or deliverable on any such desirable for said purpose; (iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the name of Borrower; (vi) To enter into, enforce, modify or cancel Leases and to distribute the same. Any receiverfix or modify Rents on such terms as Lender may consider proper; (vii) To file for record, assigneeat Borrower’s cost and expense and in Borrower’s name, trusteeany notices of completion, liquidatornotices of cessation of labor, sequestrator or any other notices that Lender in its sole and absolute discretion may consider necessary or desirable to protect its security; and (or other similar officialviii) in To do any such judicial proceeding is hereby authorized by each Owner to make such payments and every act with respect to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances development of the Trustee, its agent Land and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 shall, after the payment construction of the costs Improvements which Borrower may do in its own behalf. It is understood and expenses agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the power to prosecute and defend all actions or proceedings in connection with the development of the proceedings resulting in Land and the collection of such moneys and construction of the expenses, liabilities Improvements and advances incurred or made by the Issuer or the Trustee on behalf of the Issuer to take such actions and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture. No action taken pursuant to this Sectionrequire such performance as Lender may deem necessary.

Remedies on Default. (a) Whenever any such Event of Default referred to in Section 7.01 shall have occurred and be continuing, in addition to all other rights and remedies available at law or in equity and subject to Lessor’s duty to mitigate damages, the Trustee, as assignee Lessor shall have the right take any one or more of the Issuer, may, and, in the case of an Event of Default under Section 7.01(i), (j) or (k) or at the direction of the Significant Bondholder, shallfollowing steps: (i1) By notice in writing to Lessor may re-enter and take possession of the Borrower declare the unpaid indebtedness on the Loan and under this Agreement Premises and the Notes Building, exclude the Lessee from possession thereof and rent the same for and on account of the Lessee, holding Lessee liable for the deficiency due thereunder; (2) Lessor may terminate this Lease, exclude the Lessee from possession of the Premises and the Building and lease the same for and on account of Lessor, continuing to be hold Lessee liable for all deficiency due hereunder; (3) Lessor may declare all payments of Base Rent, additional rent and any other monies due or to become due from Lessee during the remainder of the Primary Term immediately due and payable immediately, and upon any in full; provided that such declaration the same shall become and amount shall be immediately due and payablereduced by actual rent received as a result of reletting the premises; andor (ii4) Take Lessor may take whatever other action at law or in equity or under any of the Loan Documents and/or any Bond Document as may appear necessary or desirable to collect the payments and other amounts rent then due and thereafter to become due hereunder or thereunder or under the Notes, or to exercise any right or remedy or to enforce performance and observance of any obligation, covenant or agreement of Lessee under this Lease. In connection with Lessor’s exercise of any of its remedies above, Lessor may also repair or covenant alter the Premises or the Building in such manner as Lessor may deem necessary or advisable, and/or let or re-let the Premises and any and all parts thereof for the whole or any part of the Borrower under this Agreement, the Notes or any other Loan Document and/or any Bond Document. (b) In case remainder of the pendency original term hereof or for a longer period, in Lessor’s name, or as the agent of Lessee, and, out of any receivershiprent so collected or received, insolvencyLessor shall (first) pay to itself the expense and cost or retaking, liquidationrepossessing, bankruptcyrepairing and/or altering the Premises or the Building, reorganization, arrangement, adjustment, composition and the expense of removing all persons and property therefrom; and (second) pay to itself any cost or other judicial proceeding relative to the Borrower, the Trustee expense sustained in securing any new lessee or lessees; and (irrespective of whether the principal and interest of the Loan third) if Lessor shall then be have declared all payments hereunder immediately due and payable in full as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Borrower for the payment of overdue principal or interest) shall be entitled and empowered, and shall, at the written direction of the Significant Bondholder, if any, by intervention of such proceeding or otherwise, (i) To file and prove a claim for the whole amount of principal and interest owing and unpaid on the Loan and all other amounts owed by the Borrower in accordance with this Agreement and the other Loan Documents and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Owners allowed in such judicial proceeding; and (ii) To collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. Any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Owner to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel. (c) Any amounts collected pursuant to action taken under this Section 7.02 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 or the Trustee on behalf of the Issuer and their respective counsel, be paid into the Redemption Fund (unless otherwise provided in this Agreement) Paragraph, pay to itself any balance remaining on account of Lessee’s liability to Lessor for such accelerated payments; provided, however, that nothing herein shall be interpreted as prohibiting Lessor from proceeding against Lessee for the full amount of such accelerated payments, less amounts collected by Lessor from any replacement Lessee or Lessees and not applied in accordance with to expenses incurred to prepare the provisions of Premises or the IndentureBuilding for occupancy by any replacement Lessee or Lessees, immediately upon the declaration thereof. No action Any entry or reentry by Lessor, whether had or taken pursuant to this Sectionunder summary proceedings or otherwise, shall not absolve or discharge Lessee from Liability hereunder.