Common use of Remedies on Default Clause in Contracts

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingcontinuing, the County shall have the rights, at its option and without any one further demand or more of the following remedial steps may be takennotice to: (a) If acceleration declare all principal components of the principal amount unpaid Installment Payments, together with all accrued and unpaid interest components of the Bonds has been declared pursuant to Section 7.03 of Installment Payments from the Indentureimmediately preceding Installment Payment Date on which payment was made, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall immediately become immediately due and payable;; and, (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Loan Installment Sale Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken District under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond FundInstallment Sale Agreement. The provisions of this Section the preceding clause (a) are subject to the further limitation condition that if, at any time after the rescission by the Trustee of its declaration that all principal components of the Bonds are immediately unpaid Installment Payments shall have been so declared due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the District shall deposit with the County a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of this the Installment Payments, with interest on such overdue principal and interest components calculated at the rate set forth in Section 3.4(c) and a waiver and rescission the reasonable expenses of the consequences County (including any fees and expenses of that its attorneys), and any and all other defaults known to the County (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, then, and in every such case, the County may, by written notice to the District rescind and annul such declaration and of the Event of Default with respect to which that declaration has been madeits consequences. However, provided that no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or other default shall impair or impair exhaust any right or power consequent thereon.

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 10.1 hereof shall have happened and be subsistingsubsisting and subject to the provisions of this Section 10.2, the Issuer may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Issuer may, at its option, declare all amounts payable under Section 5.3(a) hereof for the remainder of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments Agreement Term to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. If the Issuer elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term, the amount then due and payable by the Lessee as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest and redemption premium, if any, on the Bonds accruing to the date of such acceleration. Such sums as may then become payable shall be paid into the Bond Fund and after the Bonds and accrued interest thereon have been fully paid and any costs occasioned by such default have been satisfied, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rents; provided, however, upon the occurrence of an event of default described in subsections (d) or (e) of Section 10.1 hereof, all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term shall be deemed automatically accelerated without the necessity of any declaration or the taking of any other action whatsoever. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may re-enter and take possession of the Project without terminating this Lease, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in the rent and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee hereunder. (c) The Issuer may terminate the Lease Term, exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the account of the Issuer, holding the Lessee liable for all rent and other payments due up to the effective date of such leasing. (d) In the event any of the Bonds shall at the time be outstanding and unpaid, the Issuer or the Trustee may have access to, to and inspect, examine and make copies of the books, records, accounts all books and financial data records of the Borrower pertaining Lessee to the Project; or. (de) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Lessee under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis Lease. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Lessee. Notwithstanding anything else herein contained, the Issuer and the Trustee shall be paid as prohibited from accelerating rental payments hereunder and exercise any other rights or remedies provided in Section 5.08 herein, at law or otherwise, unless and until the Issuer or the Trustee shall have given the Lessee not less than thirty (30) days' prior written notice of its intent to declare an event of default, accelerate rental payments and/or exercise any such rights or remedies and the Indenture for transfers Lessee shall have failed to cure said event of remaining amounts in the Bond Fund. The provisions of this Section are subject default prior to the further limitation expiration of said 30-day period. Any such notice shall be a separate notice from any notice given pursuant to Section 10.1 hereof and shall specify with particularity the event or events of default that the rescission have occurred and are continuing and which actions are proposed to be taken by the Issuer and/or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment as a result of any corresponding declaration made pursuant to paragraph (a) such event of this Section 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 thereondefault.

Remedies on Default. { TC \l2 "Whenever any event of default under Section 7.2 Remedies on Default"} Whenever an Event 9.1 of Default this Agreement shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of ; provided that in no event shall the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step (except the Trustee shall take the actions necessary to make timely draws on the Letter of Credit or a 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 a satisfactory indemnity bond has been furnished to it: (a) The Trustee shall, if acceleration is declared pursuant to Section 9.02 of the Issuer 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 of the Bonds shall at no cost or expense the time be outstanding and not paid and discharged in accordance with the provisions of the Indenture, the Trustee shall 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 Borrower, only, however, insofar as they pertain to the IssuerProject or Project Site or any portion thereof, or to the Borrower’s operations of the Project or at the Project Site. (c) The Trustee shall, at the direction of the Bank, pursue all remedies of a creditor under the laws of the State. (d) The Trustee shall, at the direction of the Bank, take whatever action at law or in equity shall appear necessary or desirable to collect the Loan Payments and Additional Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement. (e) The Trustee shall, at the direction of the Bank, exercise all remedies available under the Indenture. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 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 5.08 6.13 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee or annulment of its a declaration that all of the Bonds outstanding under the Indenture are immediately due and payable shall also shall constitute an rescission or annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event event of Default default with respect to which that such declaration has 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingshall continue, any one or more of the following remedial steps remedies may be takenpursued: (a) If acceleration The Trustee may, and upon the written request of any Credit Provider or the holders of not less than 25% in aggregate principal amount of Bonds then outstanding, shall, by notice in writing delivered to the Bonds has been declared pursuant Borrower with copies of such notice being sent to Section 7.03 the City and each Credit Provider, declare the unpaid balance of the Indenture, loan payable under Section 4.2(a) of this Agreement and the Trustee shall declare all Loan Payments interest accrued thereon to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same such principal and interest shall thereupon become and be immediately due and payable;. Upon any such acceleration, the Bonds shall be subject to mandatory redemption as provided in Section 4.01(b)(3) of the Indenture. After any such declaration of acceleration, the Trustee shall immediately take such actions as necessary to realize moneys under any Credit Facility. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may shall have access to, to and the right to inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data federal income tax and other tax returns of the Borrower pertaining to the Project; orBorrower. (dc) The Issuer City or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instrumentsthis Agreement. Notwithstanding The provisions of clause (a) of the foregoingpreceding paragraph, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished however, are subject to the Issuer condition that if, at no cost any time after the loan shall have been so declared due and payable, and before any judgment or expense to decree for the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section the moneys due shall be paid into the Bond Fund and applied in accordance have been obtained or entered as hereinafter provided, there shall have been deposited with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance Trustee a sum sufficient (together with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining any amounts held in the Bond Fund. The provisions ) to pay all the principal of this Section are subject the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee, and any and all other defaults known to the further limitation that Trustee (other than in the rescission payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the holders of its declaration that all at least a majority in aggregate principal amount of the Bonds are immediately due then outstanding, by written notice to the City and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission the Trustee, may, on behalf of the consequences holders of that all the Bonds, rescind and annul such declaration and of the Event of Default with respect to which that declaration has been made, its consequences and waive such default; provided that no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon; and provided further that there shall not be rescinded or annulled any such declaration which follows an event described in Section 6.1(d) without the written consent of the Credit Provider. In case the Trustee or the City 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 City, then, and in every such case, the Borrower, the Trustee and the City shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the City shall continue as though no such action had been taken (provided, however, that any settlement of such proceedings duly entered into by the City, the Trustee or the Borrower shall not be disturbed by reason of this provision). In case the Borrower shall fail forthwith to pay amounts due by reason of this Section 6.2 upon demand of the Trustee, 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 applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other default property payable or impair deliverable on any right consequent thereonsuch claims, and to distribute such amounts as provided in the Indenture after the deduction of its charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including expenses and fees of counsel incurred by it up to the date of such distribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default hereunder shall have happened occurred and be subsistingcontinuing, the Subordinate Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be takensteps: (a) If acceleration of The Issuer shall cooperate with the principal amount of Subordinate Trustee as the Bonds has been declared Subordinate Trustee acts pursuant to Section 7.03 6.02 of the Subordinate Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;. (b) The In the event any of the Subordinate Bonds shall at the time be Outstanding and not paid and discharged in accordance with the provisions of the Subordinate Indenture, the Issuer or the Subordinate Trustee may exercise any or all or any combination have access to and inspect, examine and make copies of the remedies specified in this Loan Agreement;books and records and any and all accounts, data and income tax and other tax returns of the Borrower. (c) The Issuer or the Subordinate Trustee may have access tomay, inspectwithout being required to give any notice (other than to the Issuer or the Subordinate Trustee, examine and make copies as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the booksState, recordsas supplemented and amended, accounts and financial data of the Borrower pertaining to the Project; oror any other applicable laws. (d) The Issuer or the Subordinate Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the payments due under this Subordinate Loan Agreement then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis Subordinate Loan Agreement. Any amounts collected as Loan Payments or applicable pursuant to Loan Payments Article IV and any other amounts which would be applicable to payment of Bond Debt Service Charges principal of and interest on the Subordinate Bonds collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 Subordinate Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Subordinate Trustee, including reasonable attorneys’ fees paid or incurred in connection with respect to which that declaration has been madesuch default, provided that and if there shall then be no default existing under the Subordinate Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 10.1 hereof shall have happened occurred and be subsistingis continuing, the County, or the Trustee where so provided herein, may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Trustee (acting as assignee of the principal amount County) or the County (in the event of a failure of the Bonds Trustee to act under this paragraph unless the Trustee has been declared pursuant so directed by the Majority Bondholder), as and to Section 7.03 of the extent provided in the Indenture, may declare the Trustee shall declare all Loan Payments payable hereunder for the remainder of the term of this Agreement to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. (b) The Trustee may exercise take any or all or any combination action permitted under the Indenture with respect to an Event of the remedies specified in this Loan Agreement;Default thereunder. (c) The Issuer Trustee (acting as assignee of the County) or the Trustee may have access to, inspect, examine and make copies County (in the event of a failure of the booksTrustee to act under this paragraph unless the Trustee has been so directed by the Majority Bondholder), records, accounts as and financial data of the Borrower pertaining to the Project; or (d) The Issuer or extent provided in the Trustee Indenture, may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and or observance of any other obligation obligations, agreements or agreement covenants of the Borrower under those instrumentsthis Agreement. Whenever any event of default referred to in Section 10.1(D) or Section 10.1(E) hereof shall have occurred and is continuing, and the Borrower or BAG Holdings, as applicable, elects to repay such defaulted Indebtedness or Additional Parity Indebtedness, the Majority Bondholder may direct the Trustee to call all of the Series 2022 Bonds for redemption at a redemption price equal to 100% of the principal amount of each Series 2022 Bond redeemed plus any then-applicable premium and accrued interest to the redemption date. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished prior to the Issuer exercise by the County or the Trustee of any remedy that would prevent the application of this paragraph, the Borrower may, at no cost or expense any time, pay all accrued payments hereunder (exclusive of any such payments accrued solely by virtue of declaration pursuant to Section 10.2(a)) and fully cure all defaults, and in such event, the IssuerBorrower shall be fully reinstated to its position hereunder as if such event of default had never occurred. In the event that the Borrower fails to make any payment required hereby, the payment so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid. Any amounts collected as Loan Payments proceeds received by the County or applicable to Loan Payments and the Trustee from the exercise of any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section the above remedies, after reimbursement of any costs incurred by the County or the Trustee in connection therewith, shall be paid into applied by the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged Trustee in accordance with the provisions of the Indenture. If the County or the Trustee shall have proceeded to enforce their rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the County or the Trustee, then and in every such case, the Borrower, the County and the Trustee shall be paid as provided in Section 5.08 restored to their respective positions and rights hereunder, and all rights, remedies and powers of the Indenture for transfers of remaining amounts in Borrower, the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by County and 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 Section 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 continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceedings had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default hereunder shall have happened occurred and be subsistingcontinuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be takensteps: (a) If acceleration of The Issuer shall cooperate with the principal amount of Trustee as the Bonds has been declared Trustee acts pursuant to Section 7.03 6.02 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;. (b) The Trustee may exercise In the event any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or Bonds shall at the Trustee may have access to, inspect, examine time be Outstanding and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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, the Issuer or the Trustee 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 Borrower. (c) The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d) The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Junior Loan Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Junior Loan Agreement. Any amounts collected pursuant to Article IV and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be paid as provided applied in Section 5.08 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundIndenture. 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer and the Trustee, including reasonable attorneys’ fees paid or incurred in connection with respect to which that declaration has been madesuch default, provided that and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be subsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be takensteps: (a) If acceleration from time to time, take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due rents and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts Company hereunder then due and or thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Borrower Company under those instruments. Notwithstanding this Lease; or (b) terminate, subject to the foregoingrespective provisions concerning the priority and subordination of the Company’s option to purchase the Project that are set forth in the Option Agreement, this Lease and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished entitled to the Issuer at maximum amount allowable under such statute or rule of law; no cost or expense termination of this Lease pursuant to this Section shall relieve the IssuerCompany from its obligations pursuant to Section 8.4 hereof. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges Basic Rent collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions payment of the Indenture or, if the then-Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, Bond. Any amounts collected as Additional Rent shall be paid as to the Person or Persons to whom such Additional Rent is due and owing hereunder. Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or exposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, decisional, or other law to the contrary, but subject to the exception provided in Section 5.08 6.4(b) hereof, in no event shall the Issuer have any right to terminate this Lease or to enter upon or otherwise to obtain possession of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission Project, by the Trustee of its declaration that all reason of the Bonds are immediately due and payable also shall constitute an annulment occurrence of any corresponding declaration made pursuant to paragraph (a) of this Section 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 thereonby the Company hereunder without the prior written consent of the Holder.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingis existing, the Issuer, with the consent of the Trustee, or the Trustee may take any one or more of the following remedial steps may be taken: (a) If steps, but only if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 11.2 of the Indenture: (a) By notice in writing to the Company, declare the Trustee shall declare all unpaid Loan Payments to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has been declared to be due and payable under the Indenture, and upon any such declaration the amounts payable under Sections 5.01 and 5.03 hereof shall become and shall be immediately due and payable together with in the amount set forth in Section 11.2 of the Indenture; provided, however, that an Event of Default shall be deemed waived and a declaration accelerating payment of unpaid Loan Payments payable under this Agreement shall be deemed rescinded without further action on the part of the Trustee or the Issuer upon any other amounts payable annulment by the Borrower Trustee of the corresponding declaration of acceleration of the Bonds under this Loan Agreement and Section 11.2 of the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Trustee Whatever action at law or in equity may exercise appear necessary or desirable to collect the payment and other amounts then due or to enforce performance and observance of any obligation, agreement or all or any combination covenant of the remedies specified in Company under this Loan Agreement; (c) The Issuer . In case the Issuer, with the consent of the Trustee, or the Trustee may shall have access toproceeded 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 Issuer and/or the Trustee, inspectthen and in every such case the Issuer, examine the Company and make copies the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the booksIssuer, recordsthe Company and the Trustee shall continue as though no such proceeding had been taken. The Company covenants that, accounts in case an Event of Default shall occur with respect to the payment of any Loan Payment payable under Sections 5.01 and financial data 5.03 hereof, then, upon written demand of the Borrower pertaining Trustee, the Company will pay to the Project; or (d) Trustee the whole amount that then shall have become due and payable under said Sections 5.01 and 5.03. In 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 out of the property of the Company, the moneys adjudged or decreed to be payable. Any sums collected by the Trustee shall be applied as provided in the Indenture. The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken Company under this Section shall be paid into Agreement including, without limitation, exercise the Bond Fund remedies of mandamus or the appointment of a receiver in equity with the power to charge and applied collect rents, purchase price payments, and loan payments and to apply revenues from the Project in accordance with the terms hereof and of the Indenture. If an Event of Default under Section 6.01(c) hereof shall occur and be continuing, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement, irrespective of whether the principal of the Bonds or any amount hereunder shall then be due and payable as therein or herein expressed or by declaration or otherwise, and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, 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 allowed in such judicial 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, and to distribute the same after the deduction of its fees, charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date of such distribution. The remedies for any “Event of Default” under the Indenture shall be as specified in Article XI of the Indenture or, if the Outstanding Bonds have been paid and discharged are in accordance with addition to any remedies hereunder. In acting or omitting to act pursuant to the provisions of this Agreement, the Trustee shall be entitled to all of the rights, protections and immunities accorded to the Trustee under the terms of the Indenture, shall be paid as provided including but not limited to those set out in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonArticle XII thereof.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingcontinuing, any one or more the Trustee as assignee of the following remedial steps may be takenAuthority shall have the right, subject to all of the rights of the Insurer set forth in Article XII of the Indenture, at its option and without any further demand or notice, but subject in all respects to the provisions of Article VIII of the Indenture, to: (a) If acceleration declare all principal components of the principal amount unpaid Installment Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds has been declared pursuant to Section 7.03 of from the Indentureimmediately preceding Interest Payment Date on which payment was made, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall immediately become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Loan Installment Sale Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower District under those instrumentsthis Installment Sale Agreement; and (c) 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 Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment shall confer. Notwithstanding The provisions of the foregoingpreceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments shall have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Issuer District shall not be obligated deposit with the Trustee a sum sufficient to take pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the rate of ten percent (10%) per annum and the reasonable fees and expenses of the Trustee (including any step which in reasonable fees and expenses of its opinion will or might cause it to expend time or money or otherwise incur liability unless attorneys), and until a satisfactory indemnity bond has been furnished any and all other defaults known to the Issuer at no cost or expense to Trustee (other than in the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, with the written consent of the Trustee, shall rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to action taken under this or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in Section 8.6, the Trustee shall be paid into required to exercise the Bond Fund and applied remedies provided herein 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingis continuing, the Issuer, with the consent of the Trustee, or the Trustee may take any one or more of the following remedial steps may be taken: (a) If steps, but only if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 6.02 of the Indenture: (a) By notice in writing to the Company, declare the Trustee shall declare all Loan unpaid Installment Payments to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has been declared to be due and payable under the Indenture, and upon any such declaration the amounts payable under Sections 5.01 and 5.04 hereof shall become and shall be immediately due and payable together with in the amount set forth in Section 6.02 of the Indenture; provided, however, that an Event of Default shall be deemed waived and a declaration accelerating payment of unpaid Installment Payments payable under this Agreement shall be deemed rescinded without further action on the part of the Trustee or the Issuer upon any other amounts payable rescission by the Borrower Trustee of the corresponding declaration of acceleration of the Bonds under this Loan Agreement and Section 6.02 of the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing Whatever action at law or in equity may appear necessary or desirable to collect all the payment and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instrumentsthis Agreement. Notwithstanding In case the foregoingIssuer, with the Issuer consent of the Trustee, or the Trustee shall not be obligated have proceeded to take enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any step which in its opinion will reason or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has shall have been furnished determined adversely to the Issuer at and/or the Trustee, then and in every such case the Issuer, the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Company and the Trustee shall continue as though no cost or expense such proceeding had been taken. The Company covenants that, in case an Event of Default shall occur with respect to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected any Installment Payment payable under Sections 5.01 and 5.04 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 Sections 5.01 and 5.04, with interest (to the extent permitted by law) on such amount at the rate of interest borne by the Bonds at the time of such failure from the due date thereof until paid. In 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 out of the property of the Company, the moneys adjudged or decreed to be payable. The remedies for any "Event of Default" under the Indenture shall be as specified in Article VI of the Indenture and are in addition to any remedies hereunder. In acting or omitting to act pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of this Agreement, the Indenture orTrustee shall be entitled to all of the rights, if protections and immunities accorded to the Outstanding Bonds have been paid and discharged in accordance with Trustee under the provisions terms of the Indenture, shall be paid as provided including but not limited to those set out in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonArticle VII thereof.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingshall continue, any one or more of the following remedial steps remedies may be takenpursued: (a) If acceleration The Trustee may, and upon the written request of any Credit Provider or the holders of not less than 25% in aggregate principal amount of Bonds then outstanding, shall, by notice in writing delivered to the Bonds has been declared pursuant Borrower with copies of such notice being sent to Section 7.03 the City and each Credit Provider, declare the unpaid balance of the Indenture, loan payable under Section 4.2(a) of this Agreement and the Trustee shall declare all Loan Payments interest accrued thereon to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same such principal and interest shall thereupon become and be immediately due and payable;. Upon any such acceleration, the Bonds shall be subject to mandatory redemption as provided in Section 4.01(b)(3) of the Indenture. After any such declaration of acceleration, the Trustee shall immediately take such actions as necessary to realize moneys under any Credit Facility. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may shall have access to, to and the right to inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data federal income tax and other tax returns of the Borrower pertaining to the Project; or Borrower. - 13 - (dc) The Issuer City or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instrumentsthis Agreement. Notwithstanding The provisions of clause (a) of the foregoingpreceding paragraph, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished however, are subject to the Issuer condition that if, at no cost any time after the loan shall have been so declared due and payable, and before any judgment or expense to decree for the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section the moneys due shall be paid into the Bond Fund and applied in accordance have been obtained or entered as hereinafter provided, there shall have been deposited with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance Trustee a sum sufficient (together with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining any amounts held in the Bond Fund. The provisions ) to pay all the principal of this Section are subject the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee, and any and all other defaults known to the further limitation that Trustee (other than in the rescission payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the holders of its declaration that all at least a majority in aggregate principal amount of the Bonds are immediately due then outstanding, by written notice to the City and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission the Trustee, may, on behalf of the consequences holders of that all the Bonds, rescind and annul such declaration and of the Event of Default with respect to which that declaration has been made, its consequences and waive such default; provided that no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or other default shall impair or impair exhaust any right or power consequent thereon.; and provided further that there shall not be rescinded or annulled any such declaration which follows an event described in Section 6.1(d) without the written consent of the Credit Provider. In case the Trustee or the City 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 City, then, and in every such case, the Borrower, the Trustee and the City shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the City shall continue as though no such action had been taken (provided, however, that any settlement of such proceedings duly entered into by the City, the Trustee or the Borrower shall not be disturbed by reason of this provision). In case the Borrower shall fail forthwith to pay amounts due by reason of this Section 6.2 upon demand of the Trustee, 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 applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and - 14 -

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an If any Event of Default shall have happened under this Agreement has occurred and be subsisting, any one or more of the following remedial steps may be takenis continuing: (a) If acceleration At the direction of the principal amount of the Bonds has been declared pursuant Fannie Mae, Grantor shall deliver all Collateral to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payableFannie Mae or its designee; (b) The Trustee Fannie Mae may, without further notice, exercise all rights, privileges or options pertaining to the Collateral as if Fannie Mae were the absolute owner of such Collateral, upon such terms and conditions as Fannie Mae may determine, all without liability except to account for property actually received by Fannie Mae, and Fannie Mae shall have no duty to exercise any of those rights, privileges or all options and shall not be responsible for any failure to do so or any combination of the remedies specified delay in this Loan Agreement;so doing; and (c) The Issuer Fannie Mae may, subject to the terms of the applicable Hedge Documents, exercise in respect of the Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all of the rights and remedies of a secured party under the UCC and also may, without notice except as specified below, sell the Collateral at public or private sale, at any of the offices of Fannie Mae or elsewhere, for cash, on credit or for future delivery, and upon such other terms as may be commercially reasonable. Grantor agrees that, to the extent notice of sale shall be required by applicable law, at least ten (10) days prior notice to Grantor of the time and place of any public sale or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining time after which any private sale is to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instrumentsbe made shall constitute reasonable notification. Notwithstanding the foregoing, the Issuer Fannie Mae shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Fannie Mae may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In case of any sale by Fannie Mae of any of the Collateral, the Collateral so sold may be retained by Fannie Mae until the selling price is paid by the purchaser, but Fannie Mae shall not incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any step which such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses of every kind (including, without limitation, the reasonable attorneys’ fees and legal expenses incurred by Fannie Mae), Fannie Mae shall apply the residue of the proceeds of any sale or sales in its opinion will such manner as Fannie Mae may deem advisable. The foregoing rights and remedies (i) shall be cumulative and concurrent, (ii) may be pursued separately, successively or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments concurrently against Grantor and any other amounts which would party obligated under the Obligations, or against the Collateral, or any other security for the Obligations, at the sole discretion of Fannie Mae, (iii) may be applicable exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to payment exercise any of Bond Debt Service Charges collected pursuant same shall not in any event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (iv) are intended to action taken be and shall be non-exclusive. Nothing in this Agreement shall require or be construed to require Fannie Mae to accept tender of performance of any of Grantor’s obligations under this Section shall be paid into Agreement after the Bond Fund expiration of any time period set forth in this Agreement for the performance of such obligations and applied in accordance with the provisions expiration of the Indenture orany applicable cure periods, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonany.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration The Director may at its option declare all installments of rent payable under Section 4.3 hereof for the remainder of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments Lease Term to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. (b) The Trustee Director may exercise any or all or any combination reenter and take possession of the remedies specified Project without terminating this Lease, and sublease the Project for the account of the Company, holding the Company liable for the difference between the rent and other amounts payable by such sublessee in this Loan Agreement;such subleasing and the rents and other amounts payable by the Company hereunder. (c) The Issuer or Director may terminate the Trustee may have access toLease Term, inspect, examine and make copies exclude the Company from possession of the booksProject and use its best efforts to lease or sell the Project to another, records, accounts but holding the Company liable for all rent and financial data of the Borrower pertaining other payments due up to the Project; oreffective date of such leasing. (d) The Issuer or Director may direct the Trustee Trustee, in writing, to transfer any amounts remaining in the Project Fund to the Collateral Proceeds Account. (e) The Director may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis Lease. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund Collateral Proceeds Account and applied in accordance with the provisions of the Indenture Trust Agreement or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the IndentureTrust Agreement) and all other amounts payable thereunder and hereunder have been paid, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission directed 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 Section 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 thereonCompany.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Subject to the rights of any Bond Insurer or Bank (except in the event of an Insurer Default or Bank Default"} Whenever an , respectively), whenever any Event of Default referred to in Section 6.1 hereof shall have happened occurred and be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee may, to the extent and in the manner set forth in Section 9.02 of the Indenture, by notice in writing to the Borrower declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 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 and premium, if any, and interest accrued on the Indenture, the Trustee Bonds) shall declare all Loan Payments to become and shall be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;as liquidated damages. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower hereunder; provided, however, that nothing in Section 4.4 hereof shall be deemed to limit the rights of the Issuer under those instrumentsthis Section 6.2(b); provided, nevertheless, that the Issuer will not exercise any remedies, with respect to any of the Issuer’s rights assigned to the Trustee pursuant to Section 4.4 hereof unless, in the Issuer’s reasonable judgment and after written request to a Responsible Officer of the Trustee, the Trustee has failed to enforce such rights. Notwithstanding The Issuer has no obligation to take any action under this Section. (c) Upon the foregoingoccurrence of an Event of Default described in Section 6.1(a) hereof, the Trustee shall immediately draw upon any Bond Insurance, Liquidity Facility or Letter of Credit, if permitted by the terms thereof 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. The provisions of clause (a) of the preceding paragraph are subject to the condition that if, at any time after the unpaid indebtedness under Section 4.2(a) hereof shall have been so declared due and payable, and before any judgment or 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 the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee and the Issuer, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the Trustee shall, on behalf of the Owners of all the Bonds, with the consent of any Bank and any Bond Insurer, as required pursuant to Section 9.03 of the Indenture, rescind and annul 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, or shall impair or exhaust any right or power consequent thereon. In case the Trustee or the Issuer, as the case may be, shall have proceeded to enforce its rights under this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall not be obligated restored respectively to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless their several positions and until a satisfactory indemnity bond has been furnished to rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer at shall continue as though no cost or expense to the Issuersuch action had been taken. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if the Outstanding Bonds have been paid and discharged in accordance with the provisions director or shareholder, past, present or future, of the IndentureBorrower as such, either directly or through the Borrower, 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, including, without limitation, the last two paragraphs of this Section 6.2, shall be paid construed to prevent the Issuer from enforcing directly any of its rights under Section 5.1 hereof and under Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 hereof. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower 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 Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 the Indenture after the deduction of its reasonable charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due if for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to Bonds supported by Bond Insurance, except in the event of an Insurer Default applicable to a particular Bond Insurer, the Bond Insurer providing Bond Insurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Indenture for transfers of remaining amounts Bondholders hereunder covered by such Bond Insurance, including, without limitation: (i) the right to accelerate the payment, in the Bond Fund. 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 manner described in subsection (a) of this Section and a waiver and rescission 6.2, of that portion of the consequences Borrower’s indebtedness hereunder attributable to the Bonds, (ii) the right to annul any declaration of that declaration acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, and (iii) the right to consent to all waivers of Events of Default hereunder in respect of the Bonds. Subject to the rights of the Bond Insurer as provided in the preceding paragraph, but anything else in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to which Bonds supported by a Letter of Credit, except in the event of a Bank Default applicable to a particular Bank, the Bank providing the Letter of Credit shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Bondholders hereunder covered by such Letter of Credit, including, without limitation: (i) the right to accelerate the payment, in the manner described in subsection (a) of this Section 6.2, of that portion of the Borrower’s indebtedness hereunder attributable to the Bonds and (ii) the right to annul any declaration has been madeof acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, provided that no such waiver or rescission and the Bank shall extend also be entitled to or affect any subsequent or other default or impair any right consequent thereonapprove all waivers of Events of Default hereunder in respect of the Bonds.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened has occurred and be subsistingis continuing, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 8.02 of the Indenture, the Trustee shall declare all Loan Payments Rent payable for the remainder of the Lease Term to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. (b) The Subject to the provisions of the Mortgage Loan Documents and the Financing Documents, the Trustee may exercise any or all or any combination re-enter and take possession of the remedies specified Project without terminating this Agreement, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in this Loan Agreement;the rent and other amounts payable by any Lessee in such subleasing and the rents and other amounts payable by the Lessee hereunder. (c) The Issuer or the Trustee may have access toterminate the Lease Term, inspect, examine and make copies exclude the Lessee from possession of the booksProject, recordswhich will not relieve the Lessee of its liabilities and obligations under this Agreement, accounts and financial data the Lessee shall remain liable for all damages resulting from its default regardless of the Borrower pertaining to the Project; orsuch termination. (d) The Issuer or If, during the time that any of the Bonds are outstanding, the Lessee shall default in the payment of Rent, the Trustee may pursue all remedies now or hereafter existing cause the books and records of the Lessee to be examined by an independent certified public accountant retained by the Trustee. For such purpose, the independent certified public accountant shall have access, during normal business hours, to such books and records and may make copies of any thereof. Such independent certified public accountant shall treat as confidential and not disclose to the Trustee any information not relevant to the subject matter of his specific inquiry. (e) The Issuer may take whatever action at law or in equity may appear necessary or desirable to collect all the Rent and any other amounts payable by the Lessee hereunder, then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Lessee under those instrumentsthis Agreement. Notwithstanding Provided, notwithstanding any provision in this Agreement to the foregoingcontrary, (i) Issuer shall have no right, other than as set forth in Article IX, to terminate or cancel this Agreement or Lessee’s leasehold estate, or to otherwise interfere or interrupt the right of Lessee’s to exclusively use and occupy the Project, and (ii) except with respect to the rights and obligations of Lessor and Issuer under sections 6.02, 6.06, 6.10, 7.08, 8.04 and Article IX, the Issuer covenants and obligations of the Lessor under this Agreement shall terminate and they shall not be obligated the basis for an Event of Default following repayment in full of the Bonds. The provisions of this paragraph are not intended to take any step affect the rights and obligations of the Lessee and Issuer under the Trust Indenture and Regulatory Agreement, both of which shall remain in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerfull force an effect in accordance with their terms. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture Financing Documents or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Issuer unless all Additional Payments shall have been paid, in which case such amounts shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonLessee.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingcontinuing, any one or more of the following remedial steps may be taken: (a) If and only if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments and Notes to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; orand (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and Letter of Credit or the Note Notes or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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.in

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 12.1 hereof shall have happened and be subsistingcontinuing, Lessor shall have the right, at its sole option and without any further demand or notice, to take one or more any combination of the following remedial steps may be takensteps: (a) If acceleration By written notice to Lessee, declare an amount equal to the then applicable Purchase Price as set forth in the Schedule of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee Lessor, with or without terminating this Agreement, may exercise any repossess the Equipment by giving Lessee written notice to deliver such Equipment to Lessor, whereupon Lessee shall do so in the manner provided in Section 12.3; or all in the event Lessee fails to do so within five (5) days after receipt of such notice, Lessor may enter upon Lessee's premises where the Equipment is kept and retake possession of the Equipment. Upon gaining possession of the Equipment, Lessor shall have the right to sell, lease or sublease it, or any combination item thereof, for the account of Lessee, holding Lessee liable for (i) all payments due up to the remedies specified in this Loan Agreement;effective date of such selling, leasing or subleasing; and (ii) the difference, if any, between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and all amounts due payable by Lessee hereunder, including, but not limited to, Rental Payments and the applicable Purchase Price ; and, (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever other action at law or in equity may appear necessary or desirable to collect all amounts the payments then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken Lessee under this Section shall be paid into Agreement. In addition, Lessee will remain liable for all legal fees and other costs and expenses, including court costs and costs incurred in repossessing the Bond Fund and applied in accordance with the provisions of the Indenture orEquipment, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission incurred 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default Lessor with respect to which that declaration has been made, provided that no such waiver the enforcement of any of the remedies listed above or rescission shall extend any other remedy available to or affect any subsequent or other default or impair any right consequent thereonLessor.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingcontinuing hereunder, the Trustee may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Issuer or the Trustee may exercise any right, power or remedy permitted to it by law, and shall have in particular, without limiting the generality of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indentureforegoing, the Trustee shall right to declare all the unpaid Loan Payments to be immediately due and payable together payable, if concurrently with any other amounts payable by or prior to such declaration the Borrower under this Loan Agreement unpaid principal of and all unpaid accrued interest on the Note whereupon the same shall become immediately Bonds have been declared to be due and payable;payable under the Indenture, and upon such declaration the unpaid Loan Payments shall thereupon become forthwith due and payable in an amount sufficient to pay the principal of and interest on the Bonds under Section 8.02 of the Indenture, without presentment, demand or protest, all of which are hereby expressly waived. The Obligor shall forthwith pay to the Trustee the entire principal of and interest accrued on the Bonds. Any declaration of acceleration on the Bonds may be waived, rescinded and annulled pursuant to and in accordance with Section 8.11 of the Indenture. (b) The Issuer or the Trustee may exercise take whatever action at law or in equity as may appear necessary or desirable to collect the payments and other amounts then due and thereafter to become due or to enforce the performance and observance of any obligation, agreement or all or any combination covenant of the remedies specified in Obligor under this Loan Agreement;, provided, however, all such action shall be with the consent of the Bank (which consent shall be required only so long as the Letter of Credit is in effect and has not been wrongfully dishonored). (c) The Issuer or the Trustee may shall, subject to the limitations set forth in Section 5.1 of this Loan Agreement, have reasonable access to, to the Project and the right to inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data income tax and other tax returns of the Borrower pertaining Obligor relating to the Project; or (d) The Project or an Event of Default during regular business hours of the Obligor if reasonably necessary in the opinion of the Trustee or the Issuer. In case the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity shall have proceeded to collect all amounts then due and thereafter to become due enforce its rights under this Loan AgreementAgreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Issuer or the Trustee as the case may be, then and in every such case the Obligor, the Regulatory AgreementIssuer and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Note Obligor, the Issuer and the Trustee shall continue as though no such proceeding had been taken, except to the extent of any adverse determination. In case there shall be pending proceedings for the bankruptcy or to enforce for the performance and observance reorganization of the Obligor 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 Obligor, or in the case of any other obligation similar judicial proceedings relative to the Obligor, or agreement to the creditors or property of the Borrower under those instruments. Notwithstanding the foregoingObligor, the Issuer Trustee shall not be obligated entitled and empowered, by intervention in such proceedings or otherwise, to take file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Loan Agreement and, in case of any step which judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in its opinion will or might cause it order to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished have the claims of the Trustee allowed in such judicial proceedings relative to the Issuer at no cost Obligor, its creditors or expense its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Issuer. Any amounts collected as Loan Payments or applicable Trustee, and to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject pay to the further limitation that Trustee any amount due it for compensation and expenses, including reasonable attorney fees incurred by it up to the rescission by the Trustee date 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 Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one either or more both of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining Company, only, however, insofar as they pertain to the Notes or the Project; or (db) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect recover all amounts amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instruments. In addition, whenever an Event of Default under Section 7.01 of the Indenture shall have occurred and, as a result thereof, the principal of and any premium on all Notes then outstanding and interest accrued thereon shall have been declared to be immediately due and payable pursuant to Section 7.02 of the Indenture, Loan Payments shall be due and payable in the amount(s) and on the date on which the Note Service Charges on the Notes shall have been declared due and payable. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Note Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Note Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds outstanding Notes have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 4.04 of the Indenture for transfers of remaining amounts in the Bond Note Fund. The provisions of this Section 7.2 are subject to the further limitation limitations that the rescission and annulment by the Trustee of its declaration that all of the Bonds Notes are immediately due and payable also shall constitute an a rescission and annulment of any corresponding declaration made acceleration pursuant to paragraph (a) of this Section 7.2 and a waiver rescission and rescission annulment of the consequences of that declaration acceleration and of the Event of Default with respect to which that declaration acceleration has been made, provided that no such waiver or rescission and annulment shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration The Director may at his option declare all installments of rent payable under Section 4.3 hereof for the remainder of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments Lease Term to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. (b) The Trustee Director may exercise any or all or any combination reenter and take possession of the remedies specified Project without terminating this Lease, and sublease the Project for the account of the Company, holding the Company liable for the difference between the rent and other amounts payable by such sublessee in this Loan Agreement;such subleasing and the rents and other amounts payable by the Company hereunder. (c) The Issuer or Director may terminate the Trustee may have access toLease Term, inspect, examine and make copies exclude the Company from possession of the booksProject and use his best efforts to lease or sell the Project to another, records, accounts but holding the Company liable for all rent and financial data of the Borrower pertaining other payments due up to the Project; oreffective date of such leasing. (d) The Issuer or Director may direct the Trustee Trustee, in writing, to transfer any amounts remaining in the Project Fund to the Collateral Proceeds Account. (e) The Director may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis Lease. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund Collateral Proceeds Account and applied in accordance with the provisions of the Indenture Trust Agreement or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the IndentureTrust Agreement) and all other amounts payable thereunder and hereunder have been paid, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission directed 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 Section 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 thereonCompany.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be subsistingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be takensteps: (a) If acceleration of Without terminating the principal amount of the Bonds has been declared pursuant Property Schedule, and by written notice to Section 7.03 of the IndentureLessee, the Trustee shall Lessor may declare all Loan Lease Payments to be immediately due and payable together with any other amounts payable by Lessee thereunder to the Borrower end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under this Loan Agreement the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the Note whereupon rate of 12% per annum or the same shall become immediately due and payablemaximum rate permitted by applicable law, whichever is less; (b) The Trustee Lessor may exercise terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all or any combination of the remedies specified Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in this Loan Agreementaccordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies By written notice to any escrow agent who is holding proceeds of the booksProperty Schedule, recordsLessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, accounts and financial data such sums to be credited to payment of Lessee's obligations under the Borrower pertaining to the Project; orProperty Schedule; (d) The Issuer or the Trustee Lessor may pursue all remedies now or hereafter existing take any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note enforce or to enforce protect any of its rights under the performance Property Schedule and observance of any other obligation or agreement of the Borrower under those instrumentsthis Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 proceeds are insufficient to pay items (i) to (iii) in Section 5.08 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the Indenture amounts for transfers of remaining amounts in the Bond Fund. 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 item (a) of this Section 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 thereoniii).

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingcontinuing, any one or more the Trustee as assignee of the following remedial steps may be takenAuthority shall have the right, subject to all of the rights of the Insurer set forth in Article XII of the Indenture, at its option and without any further demand or notice, but subject in all respects to the provisions of Article VIII of the Indenture, to: (a) If acceleration declare all principal components of the principal amount unpaid Installment Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds has been declared pursuant to Section 7.03 of from the Indentureimmediately preceding Interest Payment Date on which payment was made, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall immediately become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Loan Installment Sale Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower City under those instrumentsthis Installment Sale Agreement; and (c) 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 Trustee and the Bond Owners hereunder, cause the appointment of a receiver or receivers of the Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment shall confer. Notwithstanding The provisions of the foregoingpreceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments shall have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Issuer City shall not be obligated deposit with the Trustee a sum sufficient to take pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the rate of ten percent (10%) per annum and the reasonable fees and expenses of the Trustee (including any step which in reasonable fees and expenses of its opinion will or might cause it to expend time or money or otherwise incur liability unless attorneys), and until a satisfactory indemnity bond has been furnished any and all other defaults known to the Issuer at no cost or expense to Trustee (other than in the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) shall have been made good, then, and in every such case, with the written consent of the Trustee, shall rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to action taken under this or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. As provided in Section 8.6, the Trustee shall be paid into required to exercise the Bond Fund and applied remedies provided herein 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingOn default, any one or more of subject to the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenturelimited cure period provided above, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee Landlord may exercise any right or remedy given to it by law or by the terms of this Lease which remedies include, for example, termination of this Lease, dispossession of the Tenant and repossession of the Premises. Landlord may re-enter the Premises by force, summary proceedings or otherwise, and remove all persons therefrom without being liable to prosecutions therefor, and Tenant hereby expressly waives the service of any notice in writing of intention to re-enter. Landlord may at its option re-let any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Premises for any or the Trustee may have access to, inspect, examine and make copies all of the booksperiod which would, recordsbut for such default, accounts and financial data have constituted the remainder of the Borrower pertaining term of this Lease, or for a period exceeding such remainder, on commercially reasonable terms and conditions, and collect and receive rents therefor without discharging Tenant from any liability, applying any monies collected, first to the Project; or (d) The Issuer expense of resuming or obtaining possession, including reasonable legal expenses, second to restoring the Trustee may pursue Premises to a rentable condition, and then to the payment of the rent and all remedies now or hereafter existing at law or in equity to collect all amounts then other charges due and thereafter to become due under this Loan Agreementto the Landlord, any surplus to be paid to the Regulatory AgreementTenant, and who shall remain liable for any deficiency. To the Note extent permitted by law, any remedy exercised by Landlord on default shall not be deemed to be an election of remedies or to enforce the performance and observance constitute a waiver of any other obligation remedy, and all remedies available to Landlord are hereby declared to be cumulative. If the Landlord incurs any expense or agreement cost in pursuing any remedy, if Landlord prevails in any portion of its requested relief, Tenant shall then be fees, which arise out of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonentire proceeding.

Remedies on Default. { TC \l2 "Subject to Section 7.2 Remedies on Default"} Whenever an 7.1 hereof, whenever any Loan Default Event of Default shall have happened occurred and shall be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee, by written notice to the Authority, the Company and the Credit Provider, if any, may declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement or the Note to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Trustee . Upon any such declaration such amount shall declare all Loan Payments to become and shall be immediately due and payable together as determined in accordance with any other amounts payable by Section 7.01 of the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, to and may inspect, examine and make copies of the booksbooks and records relating to the transactions contemplated hereby and any and all accounts, records, accounts data and financial data federal income tax and other tax returns of the Borrower pertaining Company relating to the Project; ortransactions contemplated hereby. (dc) The Issuer Authority or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. this Agreement. (d) Notwithstanding any contrary provision in this Agreement or the foregoingIndenture, the Issuer Authority shall not be obligated have the right to take any step action or make any decision with respect to proceedings for indemnity against the liability of the Authority and for collection or reimbursement from sources other than moneys or property held under this Agreement or the Indenture. The Authority may enforce its rights under this Agreement and the Indenture which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has have not been furnished assigned to the Issuer at no cost Trustee by legal proceedings for the specific performance of any obligation contained herein or expense for the enforcement of any other appropriate legal or equitable remedy, and may recover damages caused by any breach by the Company of its obligations to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken Authority under this Section Agreement or the Indenture, including court costs, reasonable attorney’s fees and other costs and expenses incurred in enforcing such obligations. (e) If applicable, the Trustee shall be paid into have the Bond Fund right to immediately draw upon any Letter of Credit, if permitted by its terms and applied required by the terms of the Indenture, and apply the amount so drawn in accordance with the provisions Indenture and may exercise any remedy available to it thereunder. In case the Trustee or the Authority shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Authority, then, and in every such case, the Company, the Trustee and the Authority shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Indenture orCompany, if the Outstanding Trustee and the Authority shall continue as though no such action had been taken. The Company covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue with respect to principal at the rate then borne by the Bonds on the day prior to the occurrence of such default. In the case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been paid and discharged in accordance with appointed for the provisions property of the IndentureCompany 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 paid entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 of the Indenture for transfers after the deduction of remaining amounts in the Bond Fund. The provisions of this Section are subject its reasonable charges and expenses to the further limitation that the rescission extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of its declaration that all counsel incurred by it up to the date of such distribution. In the Bonds event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 7.1(d) hereof, or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are immediately due and payable also shall intended to constitute an annulment expenses of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of administration under 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 United States Bankruptcy Code or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonequivalent law.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an (a) Upon the occurrence and continuance of any Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: described in clause (a) If acceleration of Section 8.1 hereof, the Trustee, as the holder of the principal amount General and Refunding Bonds, shall, subject to the provisions of the Bonds has been declared pursuant to Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of any Event of Default described in Section 7.03 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Trustee Bonds shall declare all Loan Payments have become immediately due and payable pursuant to any provision of the Indenture, the payments required to be paid pursuant to Section 4.2 hereof shall, without further action, become and be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement;. (c) The Issuer Upon the occurrence and continuance of any Event of Default, the Issuer, with the prior consent of the Trustee, or the Trustee Trustee, may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take any action at law or in equity to collect all amounts the payments then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. this Refunding Agreement. (d) Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission . (e) In case any proceeding taken by the Issuer or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment on account of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect shall have been dis continued or abandoned for any reason, or shall have been determined adversely to which that declaration has been madethe Issuer or the Trustee, provided that then and in every such case, the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Issuer and the Trustee shall continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceeding had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies In addition to any and all rights that the Mortgagee may have pursuant to the terms of the Credit Agreement and the other Loan Documents, upon Default, the Mortgagee or Its representatives may do any one or more of the following: (a) Possession - take exclusive possession of the Mortgaged Property free and clear of all Encumbrances, other than Permitted Encumbrances; (b) Observe covenants - when and to such extent as the Mortgagee deems advisable, observe and perform or cause to be observed and performed any covenant, agreement, proviso or stipulation express or implied herein or do such other acts as are necessary to remedy the Default; (c) Distress - at any time enter, seize and distrain upon the Mortgaged Property or any part thereof, and by distress warrant recover by way of rent reserved as in the case of a demise of the Mortgaged Property as much of the Indebtedness, Interest and Mortgagor’s Obligations as shall from time to time be or remain in arrears and unpaid, together with all costs, charges and expenses attending such levy or distress as in like cases of distress for rent; (d) Collect Rents - when and so often as in its discretion it shall think fit, to deliver to any or all of the tenants, licensees or occupiers of the Mortgaged Property notices to pay all Rents to the Mortgagee and to collect the Rents, and in addition, the Mortgagee or its representatives may enter upon the Mortgaged Property for the purpose of collecting the Rents and/or operating and maintaining the Mortgaged Property; the Mortgagee may perform all such acts, including any acts by way of enforcement of the covenants and the exercise of the rights contained in the Leases or otherwise, as may in the opinion of the Mortgagee be necessary or desirable for the proper operation and maintenance of the Mortgaged Property, which acts may be performed in the name of the Mortgagor or in the name in the Mortgagee, as in the absolute discretion of the Mortgagee, as it may see fit, provided however nothing herein contained shall make the Mortgagee responsible for the collection of Rents or for the performance of any covenants, terms or conditions contained in any of the Leases; (e) Inspect the Mortgaged Property - inspect and report upon the value, state and condition of the Mortgaged Property and employ a solicitor to examine and report upon the title to the Mortgaged Property; (f) Sell the Mortgaged Property - sell the Mortgaged Property on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be takenterms: (ai) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer Mortgage shall not be obligated to take give any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished notice to the Issuer at no cost Mortgagor or expense to any person holding subsequent Encumbrances; (ii) the Issuer. Any amounts collected as Loan Payments Mortgagee need not enter into possession of the Mortgaged Property; (iii) the Mortgaged Property may be sold by public or applicable to Loan Payments private sale, with or without advertisement and with or without a reserve bid; (iv) the Mortgagee may deliver or serve any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into demand, notice or court process upon the Bond Fund and applied Mortgagee in accordance with the provisions of section 9.11; (v) no want of notice or publication when delivered hereby or by any statute or any other impropriety or irregularity shall invalidate any sale made or purporting to be made hereunder and no purchaser shall be bound to inquire into same; (vi) any sale made under the Indenture orpowers herein may be for cash or credit, if or partly for cash and partly upon credit; (vii) the Outstanding Bonds have been Mortgagee may vary or rescind any contract for sale made or entered into by virtue hereof without being answerable for loss occasioned thereby; (viii) the Mortgagee may sell the Mortgaged Property as a whole or in separate parcels; and (ix) the Mortgagee may make and execute all agreements, land transfers and assurances as it shall think fit on behalf of the Mortgagor, the Mortgagee being hereby irrevocably appointed attorney of the Mortgagor for such purpose; (g) Pay Out Prior Encumbrances - the Mortgagee may, but shall not be obligated to, pay any amount owing or claimed to be owing under any of the Encumbrances registered in priority to this Mortgage, and the amounts so paid and discharged by the Mortgagee shall be added to the Mortgagor’s Obligations; (h) Receiver - appoint a Receiver in accordance with the provisions of Article 8 or exercise or receive the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 benefit of any corresponding declaration made rights granted thereunder; (i) Other remedies - rely on all the rights, powers and privileges granted to or conferred upon the Mortgagee pursuant to paragraph (a) this Mortgage, the Credit Agreement and the other Loan Documents or under and by virtue of this Section 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 madeany present or future statute, provided that no such waiver rule, law, by-law, regulation or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonordinance.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be subsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be takensteps: (a) If acceleration take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due rents and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts Company hereunder then due and or thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Borrower Company under those instruments. Notwithstanding this Lease; or (b) in the foregoingcase of a material Event of Default only, terminate this Lease, subject to the respective provisions concerning the priority of the Company’s option to purchase the Project that are set forth in this Lease and recover, as and for liquidated and agreed final damages for the Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished entitled to the Issuer at maximum amount allowable under such statute or rule of law; no cost or expense termination of this Lease pursuant to this Section shall relieve the IssuerCompany from its obligations pursuant to Section 8.4 hereof. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges Basic Rent collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions payment of the Indenture orthen-Outstanding Bond, if the Outstanding Bonds have unless a specific action has been paid and discharged taken to collect Additional Rent in accordance with the provisions of the Indenture, which case any amounts collected as Additional Rent shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Person or Persons to whom such Additional Rent is due and payable also owing hereunder. Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall constitute an annulment of be entitled to enforce this Lease if any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect relates to which such Unassigned Rights or exposes the Issuer, its assets (other than the Project and other amounts or assets securing payment of Debt Service) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that declaration has been madeaffect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, provided that no such waiver or rescission shall extend to or affect any subsequent decisional, or other default or impair law to the contrary, (i) in no event shall the Issuer have any right consequent thereonto terminate this Lease or to enter upon or otherwise obtain possession of the Project by reason of the occurrence of any Event of Default by the Company hereunder without the prior written consent of the Holder, and (ii) in no event shall termination of this Lease or the exercise of any other remedy affect the Company’s options under Article XI hereof.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingcontinuing, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 6.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with until any other amounts payable by the Borrower under this Loan Agreement and the Note Note, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, Agreement and the Regulatory Agreement, Agreement and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, neither the Issuer nor the Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer or the Trustee at no cost or expense to the IssuerIssuer or the Trustee. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 4.14 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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.. OHSUSA:763099292.5

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingcontinuing hereunder, the Trustee may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Obligor or the Trustee may exercise any right, power or remedy permitted to it by law, and shall have in particular, without limiting the generality of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indentureforegoing, the Trustee shall right to declare all the unpaid Loan Payments to be immediately due and payable together payable, if concurrently with any other amounts payable by or prior to such declaration the Borrower under this Loan Agreement unpaid principal of and all unpaid accrued interest on the Note whereupon Notes (or a portion of the same shall become immediately Notes representing the Borrower's Pro Rata Share of Notes) have been declared to be due and payable;payable under the Indenture, and upon such declaration the unpaid Loan Payments shall thereupon become forthwith due and payable in an amount sufficient to pay the principal of and interest on the Notes (or such portion of Notes) under Section 8.02 of the Master Indenture, without presentment, demand or protest, all of which are hereby expressly waived. The Borrower shall forthwith pay to the Trustee the entire principal of and interest accrued on such Notes. Any declaration of acceleration of the Notes may be waived, rescinded and annulled pursuant to and in accordance with Section 8.11 of the Master Indenture. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Obligor or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoingthis Loan Agreement, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to provided, however, all such action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions consent of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, Bank (which consent shall be paid required only so long as provided the Letter of Credit is in Section 5.08 of effect and has not been wrongfully dishonored). (c) The Obligor or the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are Trustee shall, subject to the further limitation that the rescission by the Trustee limitations set forth in Section 5.1 of its declaration that all this Loan Agreement, have reasonable access to inspect, examine and make copies of the Bonds are immediately due books and payable also shall constitute an annulment of records and any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver all accounts, data and rescission income tax and other tax returns of the consequences of that declaration and of Borrower relating to the Loan Project or an Event of Default with respect during regular business hours of the Borrower if reasonably necessary in the opinion of the Trustee or the Obligor. In case the Obligor or the Trustee shall have proceeded to which that declaration has enforce its rights under this Loan Agreement and such proceedings shall have been madediscontinued or abandoned for any reason or shall have been determined adversely to the Obligor or the Trustee as the case may be, provided that then and in every such case the Borrower, the Obligor and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Obligor and the Trustee shall continue as though no such waiver proceeding had been taken, except to the extent of any adverse determination. In case there shall be pending proceedings for the bankruptcy or rescission for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall extend have been appointed for the property of the Borrower, or in the case of any other similar judicial proceedings relative to the Borrower, or affect to the creditors or property of the Borrower, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Loan Agreement and, in case of any subsequent 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 allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other default property payable or impair deliverable on any right consequent thereonsuch claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable attorney fees incurred by it up to the date of such distribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one (1) or more of the following remedial steps may be taken: (a) If acceleration The SUBLESSOR may, with the consent of the principal amount DIRECTOR, and shall at the request of the Bonds has been declared pursuant to Section 7.03 of the IndentureDIRECTOR, the Trustee shall declare all Loan installments of Rent, together with any Additional Payments and other amounts payable hereunder to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee SUBLESSOR may exercise any or all or any combination re-enter and take possession of the remedies specified PROJECT SITE and the PROJECT FACILITIES without terminating this SUBLEASE and SUBLEASE the PROJECT SITE and the PROJECT FACILITIES for the Account of the SUBLESSEE holding the SUBLESSEE liable for the difference between the Rent and other amounts payable by such Subleasee in this Loan Agreementsuch Subleasing and the Rent, Additional Payments and other amounts payable by the SUBLESSEE hereunder; (c) The Issuer or SUBLESSOR may terminate this SUBLEASE, exclude the Trustee SUBLESSEE from possession of the PROJECT SITE and the PROJECT FACILITIES and lease the PROJECT SITE and the PROJECT FACILITIES to another, but holding the SUBLESSEE liable for all Rent, Additional Payments and other amounts payable hereunder up to the effective date of such Subleasing; (d) The SUBLESSOR and the DIRECTOR may have access to, inspect, examine and make copies of the booksBooks and Record, recordsAccounts, accounts and financial data Financial Data of the Borrower SUBLESSEE pertaining to the Project; orPROJECT; (de) The Issuer SUBLESSOR or the Trustee DIRECTOR may pursue all remedies now or hereafter existing at law or in equity to collect all the amounts then due and thereafter to become due under this Loan AgreementSUBLEASE, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower SUBLESSEE, under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis SUBLEASE. Any amounts collected as Loan Payments or applicable to Loan Payments Rent and any other amounts which would be applicable to payment of Bond Debt Service Charges principal of or interest on the NOTE collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonDIRECTOR.

Remedies on Default. { TC \l2 "Subject to Section 7.2 Remedies on Default"} Whenever an 7.1 hereof, whenever any Loan Default Event of Default shall have happened occurred and shall be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee, by written notice to the Issuer, the Company and the Credit Provider, if any, may declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement or the Note to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Trustee . Upon any such declaration such amount shall declare all Loan Payments to become and shall be immediately due and payable together as determined in accordance with any other amounts payable by Section 7.01 of the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Issuer or the Trustee may exercise any or all or any combination have access to and may inspect, examine and make copies of the remedies specified in this Loan Agreement;books and records relating to the transactions contemplated hereby and any and all accounts, data and federal income tax and other tax returns of the Company relating to the transactions contemplated hereby. (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. this Agreement. (d) Notwithstanding any contrary provision in this Agreement or the foregoingIndenture, the Issuer shall not be obligated have the right to take any step action or make any decision with respect to proceedings for indemnity against the liability of the Issuer and for collection or reimbursement from sources other than moneys or property held under this Agreement or the Indenture. The Issuer may enforce its rights under this Agreement and the Indenture which in have not been assigned to the Trustee by legal proceedings for the specific performance of any obligation contained herein or for the enforcement of any other appropriate legal or equitable remedy, and may recover damages caused by any breach by the Company of its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished obligations to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section Agreement or the Indenture, including court costs, reasonable attorney’s fees and other costs and expenses incurred in enforcing such obligations. (e) If applicable, the Trustee shall be paid into have the Bond Fund right to immediately draw upon any Letter of Credit, if permitted by its terms and applied required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture and may exercise any remedy available to it thereunder. In case the Trustee or the Issuer shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Issuer shall continue as though no such action had been taken. The Company covenants that, in case a Loan Default Event shall occur with respect to the payment of any Loan Payment payable under Section 4.2(a) hereof, then, upon demand of the Trustee, the Company will pay to the Trustee the whole amount that then shall have become due and payable under said Section, with interest on the amount then overdue with respect to principal at the rate then borne by the Bonds on the day prior to the occurrence of such default. In the case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company and collect in the manner provided by law the moneys adjudged or decreed to be payable. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or in the case of any other similar judicial proceedings relative to the Company, or the creditors or property of the Company, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in the Indenture after the deduction of its reasonable charges and expenses to the extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 7.1(d) hereof, or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of administration under the United States Bankruptcy Code or equivalent law. Any provisions governing the rights, immunities and protections of the Trustee under Sections 8.1, 8.3 and 8.4 of the Indenture orare incorporated by reference into this Agreement as though fully set forth herein. Any provisions governing the rights, if the Outstanding Bonds have been paid immunities and discharged in accordance with the provisions protections of the IndentureTrustee under Sections 8.1, shall be paid as provided in Section 5.08 8.3 and 8.4 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of are incorporated by reference into 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 Section 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 thereonAgreement as though fully set forth herein.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Subject to the rights of any Bond Insurer or Bank (except in the event of an Insurer Default or Bank Default"} Whenever an , respectively), whenever any Event of Default referred to in Section 6.1 hereof shall have happened occurred and be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee may, to the extent and in the manner set forth in Section 9.02 of the Indenture, by notice in writing to the Borrower declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 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 and premium, if any, and interest accrued on the Indenture, the Trustee Bonds) shall declare all Loan Payments to become and shall be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;as liquidated damages. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower hereunder; provided, however, that nothing in Section 4.4 hereof shall be deemed to limit the rights of the Issuer under those instrumentsthis Section 6.2(b); provided, nevertheless, that the Issuer will not exercise any remedies, with respect to any of the Issuer’s rights assigned to the Trustee pursuant to Section 4.4 hereof unless, in the Issuer’s reasonable judgment and after written request to a Responsible Officer of the Trustee, the Trustee has failed to enforce such rights. Notwithstanding The Issuer has no obligation to take any action under this Section. (c) Upon the foregoingoccurrence of an Event of Default described in Section 6.1(a) hereof, the Trustee shall immediately draw upon any Bond Insurance, Liquidity Facility or Letter of Credit, if permitted by the terms thereof 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. The provisions of clause (a) of the preceding paragraph are subject to the condition that if, at any time after the unpaid indebtedness under Section 4.2(a) hereof shall have been so declared due and payable, and before any judgment or 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 the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee and the Issuer, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the Trustee shall, on behalf of the Owners of all the Bonds, with the consent of the Bank or the Bond Insurer, if any (except in the event of a Bank Default or Insurer Default), rescind and annul 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, or shall impair or exhaust any right or power consequent thereon. In case the Trustee or the Issuer, as the case may be, shall have proceeded to enforce its rights under this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall not be obligated restored respectively to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless their several positions and until a satisfactory indemnity bond has been furnished to rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer at shall continue as though no cost or expense to the Issuersuch action had been taken. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if the Outstanding Bonds have been paid and discharged in accordance with the provisions director or shareholder, past, present or future, of the IndentureBorrower as such, either directly or through the Borrower, 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, including, without limitation, the last two paragraphs of this Section 6.2, shall be paid construed to prevent the Issuer from enforcing directly any of its rights under Section 5.1 hereof and under Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 hereof. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower 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 Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 the Indenture after the deduction of its reasonable charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due if for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default while Bond Insurance is in effect, except in the event of an Insurer Default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Indenture for transfers of remaining amounts Bondholders hereunder, including, without limitation: (i) the right to accelerate the payment, in the Bond Fund. 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 manner described in subsection (a) of this Section and a waiver and rescission 6.2, of the consequences Borrower’s indebtedness hereunder and (ii) the right to annul any declaration of that declaration acceleration relating to the Borrower’s indebtedness hereunder, and the Bond Insurer shall also be entitled to approve all waivers of Events of Default hereunder. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect while a Letter of Credit is in effect, except in the event of a Bank Default, the Bank shall be entitled to which that control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Bondholders, including, without limitation: (i) the right to accelerate the payment, in the manner described in subsection (a) of this Section 6.2, of the Borrower’s indebtedness hereunder and (ii) the right to annul any declaration has been madeof acceleration relating to the Borrower’s indebtedness hereunder, provided that no such waiver or rescission and the Bank shall extend also be entitled to or affect any subsequent or other default or impair any right consequent thereonapprove all waivers of Events of Default hereunder.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Subject to the rights of any Bond Insurer or Bank (except in the event of an Insurer Default or Bank Default"} Whenever an , respectively), whenever any Event of Default referred to in Section 6.1 hereof shall have happened occurred and be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee may, to the extent and in the manner set forth in Section 9.02 of the Indenture, by notice in writing to the Borrower declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 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 and premium, if any, and interest accrued on the Indenture, the Trustee Bonds) shall declare all Loan Payments to become and shall be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;as liquidated damages. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower hereunder; provided, however, that nothing in Section 4.4 hereof shall be deemed to limit the rights of the Issuer under those instrumentsthis Section 6.2(b); provided, nevertheless, that the Issuer will not exercise any remedies, with respect to any of the Issuer’s rights assigned to the Trustee pursuant to Section 4.4 hereof unless, in the Issuer’s reasonable judgment and after written request to a Responsible Officer of the Trustee, the Trustee has failed to enforce such rights. Notwithstanding The Issuer has no obligation to take any action under this Section. (c) Upon the foregoingoccurrence of an Event of Default described in Section 6.1(a) hereof, the Trustee shall immediately draw upon any Bond Insurance, Liquidity Facility or Letter of Credit, if permitted by the terms thereof 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. The provisions of clause (a) of the preceding paragraph are subject to the condition that if, at any time after the unpaid indebtedness under Section 4.2(a) hereof shall have been so declared due and payable, and before any judgment or 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 the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee and the Issuer, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the Trustee shall, on behalf of the Owners of all the Bonds, with the consent of the Bank or the Bond Insurer, as required pursuant to Section 9.03 of the Indenture, rescind and annul 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, or shall impair or exhaust any right or power consequent thereon. In case the Trustee or the Issuer, as the case may be, shall have proceeded to enforce its rights under this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall not be obligated restored respectively to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless their several positions and until a satisfactory indemnity bond has been furnished to rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer at shall continue as though no cost or expense to the Issuersuch action had been taken. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if the Outstanding Bonds have been paid and discharged in accordance with the provisions director or shareholder, past, present or future, of the IndentureBorrower as such, either directly or through the Borrower, 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, including, without limitation, the last two paragraphs of this Section 6.2, shall be paid construed to prevent the Issuer from enforcing directly any of its rights under Section 5.1 hereof and under Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 hereof. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower 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 Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 the Indenture after the deduction of its reasonable charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due if for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to Bonds supported by Bond Insurance, except in the event of an Insurer Default applicable to a particular Bond Insurer, the Bond Insurer providing Bond Insurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Indenture for transfers of remaining amounts Bondholders hereunder covered by such Bond Insurance, including, without limitation: (i) the right to accelerate the payment, in the Bond Fund. 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 manner described in subsection (a) of this Section and a waiver and rescission 6.2, of that portion of the consequences Borrower’s indebtedness hereunder attributable to the Bonds and (ii) the right to annul any declaration of that declaration acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, and the Bond Insurer shall also be entitled to approve all waivers of Events of Default hereunder in respect of the Bonds. Subject to the rights of the Bond Insurer as provided in the preceding paragraph, but anything else in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to which Bonds supported by a Letter of Credit, except in the event of a Bank Default applicable to a particular Bank, the Bank providing the Letter of Credit shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Bondholders hereunder covered by such Letter of Credit, including, without limitation: (i) the right to accelerate the payment, in the manner described in subsection (a) of this Section 6.2, of that portion of the Borrower’s indebtedness hereunder attributable to the Bonds and (ii) the right to annul any declaration has been madeof acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, provided that no such waiver or rescission and the Bank shall extend also be entitled to or affect any subsequent or other default or impair any right consequent thereonapprove all waivers of Events of Default hereunder in respect of the Bonds.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingcontinuing hereunder, the Trustee may, with the consent of the Bank, take any one or more of the following remedial steps may be takensteps: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any right, power or remedy permitted to it by law as a holder of the Note, and shall have in particular, without limiting the generality of the foregoing, the right to declare the entire principal and all unpaid interest accrued on the Note to the date of such declaration and any premium the Company shall have become obligated to pay to be immediately due and payable, if concurrently with or prior to such notice the unpaid principal of and all unpaid accrued interest and premium on the Bonds have been declared to be due and payable under the Indenture, and upon such declaration the Note and the unpaid accrued interest thereon and such premium shall thereupon become forthwith due and payable in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds under Section 9.2 of the Indenture, without presentment, demand or protest, all of which are hereby expressly waived. The Company shall forthwith pay to the Trustee the entire principal of, premium, if any, and interest accrued on the Note. The Trustee (or any combination owner of any Bond) shall waive, rescind and annul such declaration and the consequences thereof, when any declaration of acceleration on the Bonds has been waived, rescinded and annulled pursuant to and in accordance with Section 9.2 of the remedies specified in this Loan Agreement;Indenture. (cb) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instrumentsthis Agreement. Notwithstanding In case the foregoingIssuer or the Trustee 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 Issuer or the Trustee, as the case may be, then and in every such case the Company, the Issuer and the Trustee shall not be obligated restored respectively to take their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Issuer and the Trustee shall continue as though no such proceeding had been taken. In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company under the federal bankruptcy laws or any step which other applicable law, or in its opinion will case a receiver or might cause it to expend time trustee shall have been appointed for the property of the Company, or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished in the case of any other similar judicial proceedings relative to the Issuer at no cost Company, or expense to the Issuer. Any amounts collected creditors or property of the Company, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and the Note and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as Loan Payments may be necessary or applicable advisable in order to Loan Payments have the claims of the Trustee allowed in such judicial 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, and to distribute the same after the deduction of its charges and expenses; and any other amounts which would be applicable receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject make such payments to the further limitation that the rescission by Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date 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 Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default referred to in Section 10.1 hereof shall have happened and be subsisting, the Issuer, or the Holder as assignee of the Issuer, to the extent permitted by law, may take any one or more of the following remedial steps may be takensteps: (a) If acceleration take whatever action at law or in equity or under the terms of this Lease may appear necessary or desirable to collect the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due rents and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts Company hereunder then due and or thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Borrower Company under those instruments. Notwithstanding this Lease; or (b) terminate, subject to the foregoingrespective provisions concerning the priority and subordination of the Company's option to purchase the Project that are set forth in Section 11.4, below, this Lease and recover, as and for liquidated and agreed final damages for the Company's default, all amounts that have theretofore become due plus any additional amount needed to retire or defease the Bond, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished entitled to the Issuer at maximum amount allowable under such statute or rule of law; no cost termination of this Lease pursuant to this Section shall relieve the Company from its indemnification obligations pursuant to Section 8.5 hereof or expense to its obligations under the IssuerAmended and Restated Memorandum of Understanding. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected Basic Rent collected, pursuant to action taken under this Section Section, shall be applied in payment of the Bond(s). Any amounts collected as Additional Rent shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Person or Persons to whom such Additional Rent is due and payable also shall constitute an annulment of any corresponding declaration made pursuant owing hereunder. Notwithstanding that this Lease (except for Unassigned Rights) is to paragraph be assigned to the Holder, (a) of the Issuer shall be entitled to enforce this Section Lease, and a waiver and rescission its right to do shall be one of the consequences of Unassigned Rights, and (b) the Issuer reserves all rights necessary for it to perform its obligations hereunder. The Holder shall be entitled to enforce the provisions hereof 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 thereonits interests hereunder.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever If a Credit is in effect and an Event of Default shall have happened occur and be subsistingcontinuing pursuant to above paragraphs (a) or (b) of Section 9.1, the Trustee may, and upon the request of the Credit Provider or upon the request of Holders owning not less than twenty-five percent (25%) principal amounts of Bonds outstanding (accompanied by the written consent of the Credit Provider) shall, take any one or more of the following remedial steps may be takenactions: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare Declare all Loan Payments to be immediately due and payable together with any (being an amount equal to that necessary to pay in full the principal of and interest accrued to the date for payment of all Bonds then outstanding, assuming acceleration of the Bonds under the Indenture, and to pay all other amounts due and payable by the Borrower under this Loan Agreement and the Note hereunder), whereupon the same shall become immediately due and payable;. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever action at law or in equity may appear necessary or appropriate to collect all amounts the Payments then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement, or agreement covenant of the Borrower Company under those instrumentsthis Agreement. Notwithstanding Whenever any Event of Default occurs and is continuing, and if the foregoingCredit is not in effect, the Issuer shall or the Trustee may, and upon the request of the Holders owning not be obligated less than twenty-five percent (25%) principal amount of all Bonds Outstanding shall, take whatever action, at law or in equity, as may appear necessary or desirable to take enforce performance and observance of any step which in its opinion will obligation, agreement or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to covenant of the Issuer at no cost or expense to the IssuerCompany under this Agreement. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund Fund, except as provided in the Indenture, and applied in accordance with the provisions of the Indenture orIndenture, or if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all sums owing hereunder by the Company to the Issuer have been paid, the amount so collected shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject first to the further limitation that Credit Provider to the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment extent of any corresponding declaration made pursuant amounts owing under the Reimbursement Agreement and then to paragraph (a) of this Section 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 thereonCompany.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened has occurred and be subsistingis continuing and subject to Section 10.2 hereof, the Lender/Grantor may take any one or more all of the following remedial steps actions as may be taken: (a) If acceleration appear necessary or desirable to collect the payments then due and to become due or to enforce performance of any obligations of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified Borrower/Grantee in this Loan Agreement; (c) The Issuer : File a mandamus proceeding or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer other action or the Trustee may pursue all remedies now proceeding or hereafter existing suit at law or in equity to compel the Borrower/Grantee to perform or carry out its duties under the law and the agreements and covenants required to be performed by it contained herein; Terminate this Agreement; Cease disbursing any further amounts from the Project Account; Demand that the Borrower/Grantee immediately repay the Loan/Grant Amount or any portion thereof if such funds were not utilized in accordance with this Agreement; File a suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Lender/Grantor; Intervene in judicial proceedings that affect this Agreement or the Pledged Revenues; or Cause the Borrower/Grantee to account as if it were the trustee of an express trust for all of the Pledged Revenues; Take whatever other action at law or in equity may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note Agreement or to enforce the performance and observance of any other obligation of its rights hereunder; or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take Apply any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions Project Account toward satisfaction of any and all fees and costs incurred in enforcing the terms 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 Section 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 thereonAgreement.

Remedies on Default. { TC \l2 "Whenever the unpaid principal amount of the Bonds and interest accrued thereon has been declared to be immediately due and payable under the Indenture, then upon any such declaration the amounts payable under Section 7.2 Remedies on Default"} 4.2(a) hereof shall automatically become and shall be immediately due and payable in the amount set forth in Section 9.2 of the Indenture; provided, however, that any such automatic acceleration of unpaid loan repayment installments payable under Section 4.2(a) of this Agreement shall be deemed automatically rescinded upon any rescission by the Trustee of the corresponding declaration of acceleration of the Bonds under Section 9.11 of the Indenture. Whenever an any Event of Default shall have happened and be subsistingis continuing, any one or more the Issuer, (with the consent of the following remedial steps may be taken: (a) If acceleration Trustee or without the consent of the principal amount Trustee to the extent that such Event of Default relates solely to the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (bReserved Rights) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instrumentsthis Agreement. Notwithstanding In case the foregoingIssuer, with the Issuer consent of the Trustee, or the Trustee shall not be obligated have proceeded to take enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any step which in its opinion will reason or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has shall have been furnished determined adversely to the Issuer at and/or the Trustee, then and in every such case the Issuer, the Borrower and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Borrower and the Trustee shall continue as though no cost or expense such proceeding had been taken. The Borrower covenants that, in case an Event of Default shall occur with respect to the Issuerpayment of any repayment installment 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 4.2(a), with interest (to the extent permitted by law) on such amount at the rate borne by the Bonds from the due date thereof until paid. Any In case the Borrower shall fail forthwith to pay such amounts collected as Loan Payments upon such demand, the Trustee shall be entitled and empowered to institute any action or applicable 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 Loan Payments judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law out of the property of the Borrower, the moneys adjudged or decreed to be payable. If an Event of Default shall happen and be subsisting, in case there shall be pending proceedings for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other amounts which would applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or to the creditors or property of the Borrower, the Trustee shall be applicable entitled and empowered, by intervention in such proceedings or otherwise, to payment of Bond Debt Service Charges collected file and prove a claim or claims for the whole amount owing and unpaid pursuant to action taken under this Section Agreement, irrespective of whether the principal of the Bonds or any amount hereunder shall then be paid into due and payable as therein or herein expressed or by declaration or otherwise, and irrespective of whether the Bond Fund and applied in accordance with Trustee shall have made any demand pursuant to the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions this Section 6.2 or of Section 9.2 of the Indenture, shall and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be paid as provided necessary or advisable in Section 5.08 order to have the claims of the Indenture for transfers of remaining amounts Trustee allowed in the Bond Fund. The provisions of this Section are subject such judicial proceedings relative to the further limitation that Borrower, its creditors, or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the rescission by same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable counsel fees and expenses incurred by it up to the date 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 Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event If Lessee at any time during the term of Default shall have happened and be subsisting, any one or more of the following remedial steps may be takenthis Lease: (a) If acceleration Shall default in the observance or performance of any of Lessee's obligations hereunder, including the principal amount obligation to pay rent, and such default shall not have been cured within twenty (20) days after Lessor shall have given to Lessee written notice specifying such default, provided, however, that if the default complained of the Bonds has been declared pursuant to Section 7.03 shall be of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon such nature that the same cannot be completely remedied or cured within such twenty (20) day period, then such default shall become immediately due not be an enforceable default against Lessee for the purposes of this paragraph if Lessee shall have commenced to remedy the default complained of during such twenty (20) day period and payable;shall proceed with reasonable diligence and in good faith therewith; or (b) The Trustee may exercise any Shall finally and without further possibility of appeal or review, (i) be adjudicated bankrupt or insolvent, or (ii) have a receiver or trustee appointed for all or substantially all of its business or assets on the ground of Lessee' s insolvency, or (iii) suffer an order to be entered approving a petition filed by or against Lessee seeking reorganization of Lessee under the Federal Bankruptcy Laws, or any combination other applicable law or statute of the remedies specified in this Loan Agreement;United States or any state thereof; or (c) The Issuer Shall make an assignment for the benefit of its creditors or file a voluntary petition in bankruptcy, then in any such event; Lessor may, at its option, terminate this Lease and re-enter Premises and remove all persons and property therefrom using such forces as may be reasonably necessary. In the Trustee may have access to, inspect, examine and make copies event of the books, records, accounts and financial data such re-entry by reason of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan AgreementLessee's default, the Regulatory AgreementLessor shall re-rent the Premises for such rent, for such term and upon such other terms and provisions as Lessor may in good faith obtain; and if this Lease has not been terminated in the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoingabove manner, the Issuer Lessee shall not be obligated released from its obligations for rent during the term hereof, provided, however, that any surplus of funds received by the Lessor after such re-renting which exceeds the rental to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to be paid by the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section Lessee hereunder shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission retained 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 Section 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 thereonLessor.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingcontinuing, any one or more of the following remedial steps rights and remedies may be takenexercised: (a) If acceleration of the principal amount of the Bonds has been declared occurred pursuant to Section 7.03 of the Indenture, the Trustee shall may declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. If the Trustee elects to exercise the remedy afforded in this Section 7.2(a) and accelerates all Loan Payments, the amount then due and payable by the Borrower as accelerated payments shall be the sum of (1) the aggregate principal amount of the Bonds then outstanding, (2) all unpaid interest on the Bonds accruing to the date set pursuant to the Indenture, (3) the amount of the redemption premium, if any, then applicable to the Bonds, (4) all unpaid Trustee's, Remarketing Agent's, Registrar's, Authenticating Agents' and Paying Agents' fees and expenses accruing to such date, and (5) any amount then due the Issuer hereunder. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, to and inspect, examine and make copies of of, the financial books, records, records and accounts and financial data of the Borrower pertaining to the Project; orProject Facilities. (c) The Trustee may exercise any remedy provided for in the Indenture. (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts any sums then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note hereunder or to enforce the observance or performance and observance of any other obligation covenant, condition or agreement of the Borrower under those instrumentshereunder. Notwithstanding Except in the foregoingcase of an Event of Default pursuant to Section 7.01(g) or (h) of the Indenture, the Issuer Letter of Credit Bank shall not have the right to direct the remedies to be obligated exercised by the Trustee. The Trustee shall promptly notify the Letter of Credit Bank of any failure of the Borrower to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to make the Issuer at no cost or expense to the IssuerLoan Payments required by Section 4.1 hereof. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken by the Trustee under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds Indenture. Whenever any Event of Default shall have been paid occurred and discharged in accordance with the provisions be continuing which results from failure of the IndentureBorrower to pay to or perform for the Issuer any payment, covenant, agreement or warranty not assigned to the Trustee, the Issuer may (but need not) proceed directly against the Borrower and may take any action at law or in equity which it may deem necessary or desirable to collect or enforce such payment or performance in default. The Issuer shall be paid as provided in Section 5.08 promptly notify the Trustee and the Letter of Credit Bank of any such action; however, the failure of the Indenture for transfers Issuer to give such notice shall not affect the validity of remaining amounts in the Bond Fundany such action. 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 Section 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. Unless the Letter of Credit Bank is in default pursuant to Section 7.01(g) or (h) of the Indenture, any rescission of a declaration of acceleration shall be subject to the prior written consent of the Letter of Credit Bank.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an If any Event of Default shall have happened occurred and be subsistingcontinuing, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant Lender shall have, in addition to Section 7.03 of the Indentureall other rights and remedies given it by this Agreement, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable those allowed by the Borrower under this Loan Agreement law and the Note whereupon rights and remedies of a secured party under the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination Uniform Commercial Code as enacted in State of New York and, without limiting the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies generality of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated Lender may immediately, without demand of performance and without other notice or demand whatsoever to take any step which in its opinion will Debtor, sell at public or might cause it to expend time or money private sale or otherwise incur liability unless realize upon, the whole or from time to time any part of the Trademarks, or any interest which Debtor may have therein and, after deducting from the proceeds of sale or other disposition of the Trademarks all expenses (including all expenses for legal services) shall apply the residue of such proceeds toward the payment of the Secured Obligations (which application shall be made, first, to Lender's costs and until a satisfactory indemnity bond has been furnished expenses of such collection, sale or other disposition, including reasonable attorney's fees, and then to the Issuer at no cost or expense payment of the other Secured Obligations then due to Lender. Debtor shall be liable for any deficiency remaining after the Issuerapplication of such proceeds. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to remainder of the proceeds after payment in full of Bond Debt Service Charges collected pursuant to action taken under this Section the Secured Obligations shall be paid into the Bond Fund and applied in accordance with the provisions over to Debtor. If required by applicable law, notice of any sale or other disposition of the Indenture or, if Trademarks shall be given to Debtor at least ten (10) days before the Outstanding Bonds have been paid and discharged in accordance with the provisions time of any intended public or private sale or other disposition of the IndentureTrademarks is to be made, which Debtor hereby agrees shall be paid as provided in Section 5.08 reasonable notice of such sale or other disposition. At any such sale or other disposition Lender may, to the extent permissible under applicable law, purchase the whole or any part of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 madeTrademarks sold, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair free from any right consequent thereonof redemption on the part of Debtor, which right is hereby waived and released.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of Issuer, the remedies specified in this Loan Agreement; (c) The Issuer Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and Credit Facility or the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to the payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 5.06 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingremains uncured, any one or more of the following remedial steps may be taken, which remedial actions shall be exercised by the Assignee pursuant to the Bond Assignment Agreement: (a) If acceleration The Lessor may terminate this Lease, and shall at the request of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indentureany Holder, the Trustee shall declare all Loan Rental Payments, together with any Additional Payments and other amounts payable hereunder to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee Lessor may have access to, to and inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data income tax and other tax returns of the Borrower pertaining Lessee, insofar as they pertain to the Project; orand (dc) The Issuer or the Trustee Lessor may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the Rental Payments and Additional Payments and other amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower Lessee, under those instrumentsthis Lease including, without limitation, actions to recover any amounts owed hereunder, actual damages suffered, and for specific performance or injunctive relief. Notwithstanding In the foregoingevent that, under the Issuer shall not be obligated above provisions of this Section 10.2, Lessor has the right to take any step which and does terminate this Lease, Lessee may, after such termination, and upon payment of the Lease Cessation Payment, require Lessor to transfer and convey all of its interest in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished the Project to the Issuer at no cost Lessee (or expense to the IssuerLessee’s designee) in accordance with Section 9.3. Any amounts collected as Loan Payments or applicable to Loan Rental Payments and any other amounts which that would be applicable to payment of Bond Debt Service Charges principal of and interest on the Bonds collected pursuant to action taken under this Section shall be paid to the Disbursing Agent for deposit into the Bond Fund and applied for application 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonAssignment Agreement.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} (a) Whenever an any Event of Default shall have happened and be subsistingoccurred, the Bond Trustee, or the Issuer where so provided herein, may take any one or more of the following remedial steps may be takenactions: (ai) If acceleration One or more of the principal amount Master Indenture Notes and the corresponding obligations of the Bonds has been declared pursuant Borrowers hereunder may be accelerated or shall be accelerated in the same manner and subject to Section 7.03 the same conditions as specified in Sections 8.1(b) and 8.1(c) of the IndentureTrust Indenture and, to the extent any Bond is accelerated, the Trustee corresponding Master Indenture Note shall declare all Loan Payments be accelerated to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;extent. (bii) The Issuer, without the consent of the Bond Trustee or any Bondholder, may proceed to enforce the obligations of the Borrowers to the Issuer in respect of the Unassigned Rights. (iii) The Bond Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity it may have to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and or observance of any other obligation or agreement the obligations, agreements, and covenants of the Borrowers under the Borrower Financing Documents, including, to the extent permitted by applicable law, by mandamus or by the appointment of a receiver in equity with power to charge and collect rents, purchase price payments, and loan payments and to apply the revenues from the Project in accordance with such Borrower Financing Document. (iv) The Bond Trustee may exercise any and all rights it may have under those instruments. Notwithstanding the foregoingGeneral Financing Documents, including, without limitation, the requirement that each Borrower obtain the prior written consent of the Bond Trustee to the taking of any action otherwise permitted by the General Financing Documents. (b) In the event that any Event of Default or any proceeding taken by the Issuer or by the Bond Trustee thereon shall not be obligated to take any step which in its opinion will waived or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished determined adversely to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture orTrustee, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section and a waiver and rescission of the consequences of that declaration and of then the Event of Default with respect shall be annulled and the Issuer, the Bond Trustee and the Borrowers shall be restored to which that declaration has been madetheir former rights hereunder, provided that but no such waiver or rescission determination shall extend to or affect any subsequent or other default or impair any right consequent thereon. (c) Notwithstanding anything to the contrary in this Loan Agreement, the Issuer shall have no obligation to and instead the Bond Trustee may, without further direction from the Issuer, take any and all steps, actions and proceedings, to enforce any and all rights of the Issuer (other than the Unassigned Rights) under the Trust Indenture or this Loan Agreement, including, without limitation, the rights to enforce the remedies upon the occurrence and continuation of an Event of Default and the obligations of the Borrowers hereunder.

Remedies on Default. { TC \l2 "Subject to the last sentence of Section 7.2 Remedies on Default"} Whenever an 7.01 above, whenever any Loan Default Event of Default shall have happened occurred and shall be subsistingcontinuing, any one or more of the Borrower acknowledges and agrees the following remedial steps may be takenremedies are available to the Trustee as set forth herein and in the Indenture: (a) If acceleration of The Trustee, by written notice to the Borrower and the Bank, shall declare all unpaid amounts payable under Section 4.02(a) hereof to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Trustee . Upon any such declaration such amount shall declare all Loan Payments to become and shall be immediately due and payable together with any other amounts payable by in the Borrower under this Loan Agreement and amount set forth in Section 7.01 of the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may shall have access to, to and may inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data federal income tax and other tax returns of the Borrower pertaining to the Project; orBorrower. (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding this Agreement. (d) The Trustee shall immediately draw upon the foregoingLetter of Credit or the Support Letter of Credit, if permitted by its terms and required by the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless terms of the Indenture, and until a satisfactory indemnity bond has been furnished to apply the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied amount so drawn in accordance with the provisions Indenture and may exercise any remedy available to it thereunder. In case the Trustee 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, then, and in every such case, the Borrower, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Indenture Borrower, the Trustee and the Issuer shall continue as though no such action had been taken. The Borrower covenants that, in case a Loan Default Event shall occur and all unpaid amounts payable under Section 4.02(a) hereof shall have been declared due and payable immediately pursuant to Section 7.02(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 of 10% per annum until such amount has been paid or, if ten percent is greater than the Outstanding Bonds rate then permitted by law, at the greatest rate then permitted. 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 applicable law, or in case a receiver or trustee shall have been paid and discharged in accordance with appointed for the provisions property of the IndentureBorrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be paid entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 of the Indenture for transfers after the deduction of remaining amounts its reasonable charges and expenses. Any receiver, assignee or trustee in the Bond Fund. The provisions of this Section are subject bankruptcy or reorganization is hereby authorized to make such payments to the further limitation that the rescission by Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of its declaration that all counsel incurred by it up to the date of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 10.02 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) Subject to any right of the Credit Facility Issuer to direct remedial proceedings provided by the Indenture, the Trustee may take any action at law or in equity to: (i) collect all amounts then due and thereafter to become due under the Financing Documents; or (ii) enforce the performance or observance of any other obligation, agreement, or covenant of the Company or any other obligor under the Financing Documents; or (c) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the ProjectMortgage; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter thereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, Agreement or the Regulatory Agreement, and the Note Mortgage or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will be or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Subject to Section 7.2 Remedies on Default"} Whenever an 7.6 hereof and provisions of the Intercreditor Agreement, whenever any Event of Default hereunder shall have happened occurred and be subsistingcontinuing, the Trustee or the Issuer where so provided may take any one or more of the following remedial steps may be takensteps: (a) If acceleration of The Issuer shall cooperate with the principal amount of Trustee as the Bonds has been declared Trustee acts pursuant to Section 7.03 6.02 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;. (b) The Trustee may exercise In the event any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or Bonds shall at the Trustee may have access to, inspect, examine time be Outstanding and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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, the Issuer or the Trustee 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 Borrower. (c) The Issuer or the Trustee may, without being required to give any notice (other than to the Issuer or the Trustee, as applicable), except as provided herein, pursue all remedies of a creditor under the laws of the State, as supplemented and amended, or any other applicable laws. (d) The Issuer or Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the payments due under this Financing Agreement then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Financing Agreement. Any amounts collected pursuant to Article IV hereof and any other amounts which would be applicable to payment of principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section 7.2 shall be paid as provided applied in Section 5.08 accordance with the provisions of the Indenture for transfers of remaining amounts in the Bond FundIndenture. The provisions of this Section 7.2 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 if, after any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default hereunder all amounts which would then be payable hereunder by the Borrower if such Event of Default had not occurred and was not continuing shall have been paid by or on behalf of the Borrower, and the Borrower shall have also performed all other obligations in respect of which it is then in default hereunder, and shall have paid the reasonable charges and expenses of the Issuer, the Trustee, the Servicer and the Credit Facility Provider, including reasonable attorneys’ fees paid or incurred in connection with respect such default, and shall have paid all amounts then due to which that declaration has been madethe Credit Facility Provider, provided that including, but not limited to, any Xxxxxxx Mac Reimbursement Amounts and Xxxxxxx Mac Credit Enhancement Fees, and if there shall then be no default existing under the Indenture, then and in every such case such Event of Default hereunder shall be waived and annulled, but no such waiver or rescission annulment shall extend to or affect any subsequent or other default Event of Default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default hereunder shall have happened occurred and be subsistingis continuing, any one or more of the Trustee shall have the following remedial steps may be takenrights and remedies: (a) If The Trustee may, and upon request of holders of 25% of outstanding principal amount of Bonds, regardless of whether there has been an acceleration of the principal amount of Bonds under the Bonds has been declared pursuant to Section 7.03 of the IndentureIndenture shall, the Trustee shall declare all Loan Payments amounts payable as principal and interest on the Notes to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;payable with a 5% premium due and payable thereon, provided, however, that no such premium shall be payable unless such Event of Default and acceleration shall be for the purpose of or have the result of accomplishing a sale of the Project, either by or on behalf of the Company, not initiated by the Trustee or a refinancing of the Project or in conjunction with the transfer of the Project to any person or entity related to, or any one or more of the stockholders, partners or members of which are related to, the Company, its general partner, or any partner of its general partner. (b) The Trustee may exercise any inform the Deed of Trust Trustees of the Event of Default and pursuant to the Deed of Trust instruct the Deed of Trust Trustees to enter, take possession of and sell, lease, rent or otherwise transfer or use all or any combination part of the remedies specified in this Loan Agreement;Project. (c) The Issuer or the Trustee may have access to, to and inspect, examine and make copies copy the financial books, records and accounts of the books, records, accounts and financial data of the Borrower pertaining to the Project; orCompany. (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due or to enforce observance or performance of any covenant, condition or agreement of the Company under the Notes, this Loan Agreement, the Regulatory AgreementDeed of Trust, the Security Agreement or the Assignment. (e) The Trustee may exercise all rights and remedies provided in the Note or to enforce Deed of Trust. (f) The Trustee may provide for the performance and observance satisfaction of any other obligation or agreement covenant on behalf of the Borrower under those instruments. Notwithstanding Company, in which case the foregoing, the Issuer Trustee shall not be obligated entitled to take reimbursement for any step which expenses incurred in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until connection therewith plus interest at a satisfactory indemnity bond has been furnished rate equal to the Issuer at no cost or expense applicable interest rate on the Notes plus 2%. (g) The Trustee may arrange to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default receiver appointed 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 thereonthe Project.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingcontinuing, the Trustee, as the assignee of the Issuer, may take any one or more of the following 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, all installments payable pursuant to the Note for the remainder of the term thereof 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 to take any one or more of the remedial steps may be takenset forth in subparagraph (b) of this Section: (a) If acceleration of By written notice to the principal amount of Obligor declare the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments Note to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and payable, whereupon the Note whereupon the same shall become 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 of interest specified in the Bonds, without presentment, demand or protest, all of which are expressly waived. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever other action at law or in equity equity, including causing the appointment of a receiver or receivers for the Obligor and/or its assets, taking all actions necessary and appropriate to collect all the amounts payable pursuant to the Note then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Obligor under those instrumentsthis Loan Agreement, the Note, the Collateral Documents or the Indenture. (c) Forthwith enter into possession of the Project to preserve the improvements or any other property on the Project and to perform any and all work and labor necessary to complete the improvements substantially in accordance with the Plans and Specifications with such changes therein as the Bondowners, as evidenced by Bondowner Consent, may from time to time and in their sole discretion deem appropriate, all at the risk, cost and expense of the Obligor. The Trustee may also exercise any remedies available to it with respect to off-site collateral. All sums so expended by the Trustee shall be deemed to have been paid to the Obligor as advances under this Loan Agreement. For this purpose, the Obligor hereby constitutes and appoints the Trustee its true and lawful attorney-in-fact, with full power of substitution, to complete the Project in the name of the Obligor, and thereby empower said attorney or attorneys as follows: to use any funds of the Obligor, including any balance which may be held in escrow and any funds which remain unadvanced under this Loan Agreement, for the purpose of completing the Project; to make such additions and changes and corrections in the Plans and Specifications which may be necessary or desirable to complete the Project; to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; to pay, settle or compromise all existing bills and claims which are or may be liens against the property, or which may be necessary or desirable for the completion of the Project, or for the clearance of title; to execute all applications and certificates in the name of the Obligor which may be required by any of the contract documents; and to do any and every act which the Obligor may do in its own behalf. It is further understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Such attorney-in-fact shall also have the power to prosecute and defend all actions and proceedings in connection with the construction of the Project and to take such action or require such performance as is deemed necessary. The Trustee shall have the right at any and all times to discontinue any work commenced by it in respect of the Project or to change any course of action undertaken by it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise. The Trustee shall have the right and power (but shall not be obligated) to assume any construction contract in any way relating to the Project and to take over and use all or any part of the labor, materials, supplies and equipment contracted for, whether or not previously incorporated into the Project, all in the sole and absolute discretion of the Trustee. In the enforcement of the remedies provided in this Section, the Trustee may treat all expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the Obligor. Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any costs, expenses and fees incurred by the Issuer or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any principal of and prepayment premium, if any, and interest on the Note then due by payment into the Bond Fund 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 Issuer Trustee shall not be obligated to take any step which that in its opinion will or might cause it to expend time or money or otherwise incur liability liability, unless and until a satisfactory indemnity bond has been furnished to the Issuer Trustee at no cost or expense to the IssuerTrustee. Any amounts collected as Loan Payments actions or applicable enforcement proceedings contemplated by this Section (including, but not limited to, foreclosure) may be undertaken by an entity other than the Trustee and, for this purpose, the Trustee may create or assign its rights with respect to Loan Payments and such actions or enforcement proceedings to an entity, corporate or otherwise, designated by the Trustee to take any other amounts which would be applicable of the actions available to payment of Bond Debt Service Charges collected pursuant to action taken the Trustee under this Section Section, and the Trustee shall be paid into the Bond Fund 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 5.08 of the Indenture no liability for transfers of remaining amounts in the Bond Fundany actions undertaken by such entity. The provisions of this Section are subject to the further limitation that the rescission by the Trustee annulment of its a declaration that all of the Bonds are immediately due and payable also shall automatically constitute an annulment of any corresponding declaration made pursuant to paragraph subparagraph (a) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event of Default with respect to which that such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent or other default 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, except that the Trustee may not waive an Event of Default with respect to the Unassigned Issuer’s Rights without the prior consent of the Issuer, such waiver shall be limited to such particular breach or Event of Default.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an (a) Upon the occurrence and continuance of any Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: described in clause (a) If acceleration of Section 8.1 hereof, the Trustee, as the holder of the principal amount First Mortgage Bonds, shall, subject to the provisions of the Bonds has been declared pursuant to Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of any Event of Default described in Section 7.03 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Trustee Bonds shall declare all Loan Payments have become immediately due and payable pursuant to any provision of the Indenture, the payments required to be paid pursuant to Section 4.2 hereof shall, without further action, become and be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement;. (c) The Issuer Upon the occurrence and continuance of any Event of Default, the Issuer, with the prior consent of the Trustee, or the Trustee Trustee, may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take any action at law or in equity to collect all amounts the payments then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. this Refunding Agreement. (d) Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission . (e) In case any proceeding taken by the Issuer or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment on account of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect shall have been dis continued or abandoned for any reason, or shall have been determined adversely to which that declaration has been madethe Issuer or the Trustee, provided that then and in every such case, the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Issuer and the Trustee shall continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceeding had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever (a) Notwithstanding and without limiting any other provision of this Agreement if at any time an Event of Default shall have happened occurred and be subsistingcontinuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the Uniform Commercial Code as in effect in the State of New York (the “UCC”) or applicable law or at equity, Secured Party may, to the extent permitted by law, without being required to give any notice to Pledgor or to take or do any action (except as provided below): (i) apply any cash held by it hereunder to satisfy the Secured Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to satisfy the Secured Obligations; collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party’s places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (b) In the event of a sale as aforesaid, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (c) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the provisions of this Article 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (d) If any applicable requirements under the Securities Act of 1933, as amended, or such other laws cannot be satisfied at the time of a proposed sale of the Pledged Collateral by Secured Party, Pledgor hereby agrees to substitute for the Pledged Collateral other property owned by Pledgor, free and clear of all Encumbrances, of at least equal value as the Pledged Collateral as of the date of such proposed sale. (e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than ten (10) calendar days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker’s board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the following remedial steps board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be taken:made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (af) If acceleration Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the principal amount of the Bonds has been declared Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to Section 7.03 of any such notice. Secured Party may, without notice or publication, adjourn any sale or cause the Indenture, the Trustee shall declare all Loan Payments same to be immediately due adjourned from time to time by announcement at the time and payable together with place fixed for the sale, and such sale may be made at any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon time or place to which the same shall become immediately due and payable; (b) The Trustee may exercise be so adjourned. In case of any or sale of all or any combination part of the remedies specified Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in this Loan Agreement;case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (cg) The Issuer Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing suits at law or in equity to collect all amounts then due foreclose its Lien or security interest arising from this Agreement and thereafter to become due sell the Pledged Collateral, or any portion thereof, under this Loan Agreement, the Regulatory Agreement, a judgment or decree of a court or courts of competent jurisdiction. (h) Notwithstanding and the Note or to enforce the performance and observance of without limiting any other obligation provision of this Agreement upon the occurrence and continuation of an Event of Default, Secured Party or agreement its nominee shall have the right, without notice to or the consent of the Borrower under those instruments. Notwithstanding the foregoingPledgor, the Issuer shall not be obligated to take exercise any step which in its opinion will and all rights of conversion, exchange or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments subscription and any other amounts which would be applicable rights, privileges or options pertaining to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions any of the Indenture orPledged Collateral as if it were the absolute owner thereof, if including, without limitation, the Outstanding Bonds have been paid and discharged in accordance with the provisions right to transfer, sell, dispose of the Indentureor exchange, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of at its declaration that discretion, any or all of the Bonds are immediately due and payable also shall constitute an annulment Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor or Subsidiary of Pledgor or such other Person. (i) On any sale of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission part of the consequences Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of that declaration and applicable law or in order to obtain any required approval of the Event purchaser(s) by any governmental authority or officer or court. (j) Pledgor hereby acknowledges, understands and agrees that Secured Party (i) may exercise its rights under the Assignment of Default Contract and any other document or instrument securing the Put Obligations whether or not they provide security for any of the Secured Obligations, without exercising its rights hereunder or affecting the security provided hereunder, and (ii) may proceed against all or any portion of the Pledged Collateral and all other collateral securing any of the Secured Obligations in such order and at such time as determined by Secured Party in its sole discretion. Pledgor hereby expressly waives any rights under the doctrine of marshalling of assets. (k) Pledgor hereby acknowledges, understands and agrees that compliance with respect to which the foregoing procedures shall satisfy any applicable requirements that declaration has been made, provided that no such waiver sale or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereondisposition be made in a commercially reasonable manner.

Remedies on Default. { TC \l2 "Subject to Section 7.2 Remedies on Default"} Whenever an 6.1 hereof and the provisions of Article VI of the Indenture, whenever any Financing Default Event of Default shall have happened occurred and shall be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee, by written notice to the Issuer, the Company and the Credit Facility Provider or Liquidity Facility Provider, as applicable, shall declare the unpaid balance of the amount payable under Section 4.2(a) of this Financing Agreement to be due and payable immediately; provided, that concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with pursuant to the terms of the Indenture. Upon any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same such declaration such amount shall become and shall be immediately due and payable;payable as determined in accordance with Article VII of the Indenture, and the Trustee shall promptly draw upon the Credit Facility, if permitted by its terms and required by the terms of the Indenture, and apply the amount so drawn in accordance with the Indenture. (b) The Trustee may exercise any or all or any combination have access during normal business hours to and may inspect, examine and make copies of the remedies specified in this Loan Agreement;books and records and any and all data and federal income tax and other tax returns of the Company; 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 Issuer. (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever other action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding this Financing Agreement, provided, however, that acceleration of the foregoing, unpaid balance of the Issuer shall Financing Payments is not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense remedy available to the Issuer. Any In case the Trustee or the Issuer shall have proceeded to enforce its rights under this Financing Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Issuer shall continue as though no such action had been taken. The Company covenants that, in case a Financing Default Event shall occur with respect to the payment of any Financing 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. In case the Company shall fail forthwith to pay such amounts collected as Loan Payments upon such demand, the Trustee shall be entitled and empowered to institute any action or applicable 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 Loan Payments 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 amounts which would 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 applicable entitled and empowered, by intervention in such proceedings or otherwise, to payment of Bond Debt Service Charges collected file and prove a claim or claims for the whole amount owing and unpaid pursuant to action taken under this Section shall Financing Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be paid into necessary or advisable in order to have the Bond Fund and applied in accordance with the provisions claims of the Indenture orTrustee allowed in such judicial proceedings relative to the Company, if the Outstanding Bonds have been paid its creditors or its property, and discharged in accordance with the provisions of the Indentureto collect and receive any moneys or other property payable or deliverable on any such claims, shall be paid and to distribute such amounts as provided in Section 5.08 of the Indenture for transfers after the deduction of remaining amounts in the Bond Fund. The provisions of this Section are subject its reasonable charges and expenses to the further limitation that the rescission extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for reasonable compensation and expenses, including reasonable expenses and fees of its declaration that all counsel incurred by it up to the date of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Series 2012 Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (dc) The Issuer or the Trustee may pursue all other remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note Agreement or to enforce force the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, neither the Trustee nor the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond or other acceptable security has been furnished to the Issuer Trustee or the Issuer, as the case may be, at no cost or expense to the Trustee or the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Series 2012 Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 5.14 of the Indenture for transfers of remaining amounts in the Bond FundIndenture. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Series 2012 Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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. { TC \l2 "(a) Upon the occurrence and continuance of any Event of Default hereunder or an Event of Nonappropriation, the Trustee as provided in Section 7.2 Remedies 902 of the Indenture shall give notice to the Lessee to vacate the Leased Property immediately (but in no event earlier than the expiration of the Initial Term or the then current Renewal Term for which the Lessee has paid or appropriated moneys sufficient to pay all Rentals due for such Initial Term or Renewal Term, in the case of an Event of Nonappropriation) and shall, without any further demand or notice, (i) terminate this Lease or the Lessee’s possessory rights hereunder (without otherwise terminating the Lease), re-enter the Leased Property and eject all parties in possession thereof therefrom, and relet the Leased Property, or then or at any time thereafter commence proceedings to foreclose on Default"} Whenever and liquidate, relet or sell the Leased Property in the manner permitted by law and as otherwise provided in the Indenture; (ii) exercise any of the remedies provided to the Trustee upon the occurrence of an Event of Default under the Indenture as the Trustee shall have happened and determine to be subsisting, any one or more in the best interests of the following remedial steps may be taken:Bondowners and as are consistent with the terms and provisions for the exercise of such remedies provided in the Indenture; or (iii) take any action at (ab) If acceleration Upon the termination of the principal amount term of this Lease or the Lessee’s possessory interests herein by reason of an Event of Nonappropriation or an Event of Default, all moneys then held in any fund or account under the Indenture and any Net Proceeds received on such foreclosure, liquidation, reletting or sale shall be held by the Trustee for the benefit of the owners of the Bonds has been declared pursuant (and applied from time to time as provided in Section 7.03 907 of the Indenture). Notwithstanding anything herein to the contrary, the Trustee shall declare all Loan Payments be entitled to relet the Leased Property for such period as is necessary for the Trustee to obtain sufficient moneys to pay in full the principal of, and premium (if any) and interest on, the Bonds, and the obligations of the Trustee with respect to the owners of the Bonds and the receipt and disbursement of funds shall be immediately due continuing until the lien of the Indenture is discharged as provided in the Indenture except as a result of foreclosure. I Any amount received by the Trustee in excess of the amount sufficient to pay in full the principal of, and payable together premium (if any) and interest on, the Bonds, and the obligations of the Trustee with respect to the owners of the Bonds, and any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Lease or the Trustee may have access toIndenture (including but not limited to reasonable attorney fees, inspect, examine expenses and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (dcosts) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonLessee.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an (a) Upon the occurrence and continuance of any Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: described in clause (a) If acceleration of Section 8.1 hereof, the Trustee, as the holder of the principal amount First Mortgage Bonds, shall, subject to the provisions of the Bonds has been declared pursuant to Indenture, have the rights provided in the Company Mortgage. (b) Upon the occurrence and continuance of any Event of Default described in Section 7.03 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Trustee Bonds shall declare all have become immediately due and payable pursuant to any provision of the Indenture, the Loan Payments required to be paid pursuant to Section 5.2 hereof shall, without further action, become and be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement;. (c) The Upon the occurrence and continuance of any Event of Default, the Issuer with the prior consent of the Trustee, or the Trustee Trustee, may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take any action at law or in equity (including as a holder of the First Mortgage Bonds and as an assignee under the Thirty-ninth Assignment) to collect all amounts the payments then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. this Agreement. (d) Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission . (e) In case any proceeding taken by the Issuer or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment on account of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect shall have been discontinued or abandoned for any reason, or shall have been determined adversely to which that declaration has been madethe Issuer or the Trustee, provided that then and in every such case the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Issuer and the Trustee shall continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceeding had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration Upon the occurrence and continuance of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to a District, the Master Trustee may, and upon the written request of the Obligees of not less than a majority in aggregate principal amount of the Outstanding Senior Obligations of such District, unless the Master Trustee reasonably concludes that the indemnification to which it is entitled with respect thereto pursuant to Section 7.06 will not be made available to it, shall, proceed to protect and enforce its rights and the rights of such Obligees hereunder and under such Senior Obligations and the Obligation Instruments pursuant to which such Senior Obligations are incurred, by such proceedings as may be deemed expedient, including: (i) enforcement of the right of such Obligees to collect amounts due or becoming due under such Senior Obligations; (ii) civil action upon all or any part of such Senior Obligations; (iii) civil action to require any Person holding monies, documents or other property pledged to secure payment of amounts due or to become due on such Senior Obligations to account as if it were the trustee of an express trust for the Obligees of such Senior Obligations; (iv) civil action to enjoin any acts that declaration may be unlawful or in violation of the rights of the Obligees of such Senior Obligations; (v) civil action to obtain a writ of mandate against such District, or against any officer or member of the Board of Directors of such District to compel performance of any act specifically required by this Master Obligation Agreement, any such Senior Obligations or any Obligation Instruments pursuant to which any such Senior Obligations are incurred; (vi) enforcement of any other right or remedy of the Obligees of such Senior Obligations conferred by law, by this Master Obligation Agreement or by such Senior Obligations or the Obligation Instruments pursuant to which such Senior Obligations are incurred; and (vii) having a receiver or receivers appointed for such District’s Sewerage System and of the issues, earnings, income, products and profits thereof, pending such proceedings, with such powers as the court making such appointment shall confer. (b) Regardless of whether or not an Event of Default with respect to a District has been madeoccurred, provided if requested in writing by the Obligees of not less than a majority in aggregate principal amount of the Outstanding Senior Obligations of such District, unless the Master Trustee reasonably concludes that no the indemnification to which it is entitled with respect thereto pursuant to Section 7.06 will not be made available to it, the Master Trustee shall institute and maintain such waiver proceedings as it may be advised shall be necessary or rescission expedient (i) to prevent any impairment of the security hereunder or under such Senior Obligations or the Obligation Instruments pursuant to which such Senior Obligations are incurred by any acts that may be unlawful or in violation hereof or thereof, or (ii) to preserve or protect the interests of the Obligees of such Senior Obligations; provided, however, that the Master Trustee shall extend not comply with any such request or institute and maintain any such proceeding that is in conflict with any applicable law or the provisions hereof or, in the sole judgment of the Master Trustee, is, in respect of time, method or place of exercise of remedies, unduly prejudicial to the interests of the Obligees of such Senior Obligations not making such request. Nothing herein shall be deemed to permit the Master Trustee to authorize or consent to or affect accept or adopt on behalf of any subsequent Obligee any plan of reorganization, arrangement, adjustment or other default composition affecting such Senior Obligations or impair the rights of any right consequent thereonObligee thereof, or to permit the Master Trustee to vote in respect of the claim of any such Obligee in any such proceeding without the approval of all of the Obligees so affected.

Remedies on Default. { TC \l2 "Subject to Section 7.2 Remedies on Default"} Whenever an 7.1 hereof, whenever any Loan Default Event of Default shall have happened occurred and shall be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee, by written notice to the Issuer and the Borrower, shall declare the unpaid balance of the loan payable under Section 4.2(a) of this Agreement to be due and payable immediately, provided that concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 of be due and payable under the Indenture, the Trustee . Upon any such declaration such amount shall declare all Loan Payments to become and shall be immediately due and payable together as determined in accordance with any other amounts payable by Section 7.1 of the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;Indenture. (b) The Trustee may exercise any or all or any combination have access to and may inspect, examine and make copies of the remedies specified in this Loan Agreement;books and records and any and all accounts, data and federal income tax and other tax returns of the Borrower. (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity as may be necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instrumentsthis Agreement, and payment and performance of the Borrower’s obligations may also be enforced by mandamus or by the appointment of a receiver in equity with power to charge any payments due from the Borrower hereunder and to apply the same. Notwithstanding In case the foregoing, Trustee or the Issuer shall not be obligated have proceeded to take enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any step which in its opinion will reason or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has shall have been furnished determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer at shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee, and the Issuer shall continue as though no cost or expense such action had been taken. The Borrower covenants that, in case a Loan Default Event shall occur with respect to the Issuerpayment of any Loan Payment 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. Any In the case the Borrower shall fail forthwith to pay such amounts collected as Loan Payments upon such demand, the Trustee shall be entitled and empowered to institute any action or applicable 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 Loan Payments 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 amounts which would applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be applicable entitled and empowered, by intervention in such proceedings or otherwise, to payment of Bond Debt Service Charges collected file and prove a claim or claims for the whole amount owing and unpaid pursuant to action taken under this Section shall Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be paid into necessary or advisable in order to have the Bond Fund and applied in accordance with the provisions claims of the Indenture orTrustee allowed in such judicial proceedings relative to the Borrower, if the Outstanding Bonds have been paid its creditors or its property, and discharged in accordance with the provisions of the Indentureto collect and receive any moneys or other property payable or deliverable on any such claims, shall be paid and to distribute such amounts as provided in Section 5.08 of the Indenture for transfers after the deduction of remaining amounts in the Bond Fund. The provisions of this Section are subject its reasonable charges and expenses to the further limitation that the rescission extent permitted by the Indenture. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee and the Issuer any amount due each of its declaration that all them for their respective reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by each of them up to the Bonds date of such distribution. In the event the Trustee incurs expenses or renders services in any proceedings which result from a Loan Default Event under Section 7.1(d) hereof, or from any default which, with the passage of time, would become such Loan Default Event, the expenses so incurred and compensation for services so rendered are immediately due and payable also shall intended to constitute an annulment expenses of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of administration under 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 United States Bankruptcy Code or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonequivalent law.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened and be subsistingoccurred, Bondholder, as assignee of Lessor, shall have the right, at its sole option without any further demand or notice, to take any one or more any combination of the following remedial steps may be takeninsofar as the same are available to secured parties under Article 9 of the UCC in effect in the State from time to time and which are otherwise accorded to Bondholder, as assignee of Lessor, by applicable law: (a) If acceleration of by notice to Lessor and Lessee, declare the entire unpaid principal amount of the Bonds has been declared pursuant to Section 7.03 of Lease and the IndentureBond then outstanding, the Trustee shall declare all Loan Payments interest accrued and unpaid thereon and all amounts payable under this Agreement to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately forthwith due and payable; , whereupon the Lease, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Lessee; (b) The Trustee may exercise any or all or any combination take possession of the remedies specified in this Loan Agreement; (c) The Issuer Project wherever situated, without any court order or other process of law and without liability for entering the Trustee may have access topremises, inspectand lease, examine and sublease or make copies other disposition of the booksProject for use over a term in a commercially reasonable manner, recordsall for the account of Bondholder, accounts and financial data provided that Lessee shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sublessee of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected Project pursuant to action taken under this Section shall be paid into such lease or sublease during the Bond Fund same period of time, after deducting all costs and applied in accordance with the provisions of the Indenture orexpenses, if the Outstanding Bonds have been paid including reasonable attorneys’ fees and discharged in accordance with the provisions of the Indentureexpenses, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default incurred with respect to which that declaration has been madethe recovery, provided that no repair and storage of the Project during such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.period of time;

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Series 1996 Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower Company pertaining to the Project; or (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, Agreement or the Regulatory Agreement, and the Series 1996 Note or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 5.06 of the Indenture for transfers of remaining amounts in the Bond Fund. If an Event of Default under Section 7.1(d) hereof shall occur and be continuing, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement, irrespective of whether the principal of the Bonds or any amount hereunder shall then be due and payable as therein or herein expressed or by declaration or otherwise, and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 7.2 or of Section 6.02 of the Indenture, 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 allowed in such judicial 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, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable counsel fees and disbursements incurred by it up to the date of such distribution. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Series 1996 Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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. { TC \l2 "If an Event of Default occurs hereunder, then the holders of a majority in aggregate principal amount of Bonds Outstanding or their Bondholder Representative may direct the Trustee to pursue a remedy unless such Event of Default is waived as contemplated in Section 7.2 Remedies on Default"} 10.05 hereof. Whenever an Event of Default referred to in Section 10.01 hereof shall have happened occurred and be subsistingis continuing, the Issuer, or the Trustee where so provided herein, may, with the consent of the Bondholder Representative, and at the direction of the Beneficial Owners of a majority in aggregate principal amount of all Bonds Outstanding or their Bondholder Representative shall, take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Trustee (acting as assignee of the Issuer) or the Issuer (in the event of a failure of the Trustee to act under this subsection), as and to the extent provided in the Indenture, may declare the Loan Payments payable hereunder for the remainder of the term of this Loan Agreement to be immediately due and payable, whereupon the same shall become due and payable. (b) The Trustee (acting as assignee of the Issuer) or the Issuer (in the event of a failure of the Trustee to act under this subsection), as and to the extent provided in the Indenture may, at the direction of Beneficial Owners of not less than a majority of the Outstanding principal amount of the Bonds has been declared pursuant or their Bondholder Representative, require the Borrower to retain, at its expense, an Independent Consultant to submit a written report and make recommendations regarding the operations of the Facilities (a copy of such report and recommendations shall be filed with the Trustee and the Bondholder Representative) with respect to the Borrower until such time as the Event of Default is cured or the Independent Consultant is no longer required by Beneficial Owners of not less than a majority of the Outstanding principal amount of the Bonds or their Bondholder Representative. Except as prohibited by law or the terms of the Borrower Documents, the Borrower will adopt and follow all recommendations of the Independent Consultant. Any contract entered into between the Borrower and any Independent Consultant must meet the requirements of this Loan Agreement, including but not limited to, Section 7.03 2.03(c) of this Loan Agreement. (c) The Trustee (acting as assignee of the Issuer) or the Issuer (in the event of a failure of the Trustee to act under this subsection), as and to the extent provided in the Indenture, may exercise the power of sale or foreclosure under the Deed of Trust on the property subject thereto and may exercise all the rights and remedies of a secured party under the State Uniform Commercial Code with respect thereto and with respect to the Pledged Revenues. (d) The Trustee (acting as assignee of the Issuer) or the Issuer (in the event of a failure of the Trustee shall declare all Loan Payments to be immediately act under this subsection), as and to the extent provided in the Indenture, may take whatever action at law or in equity as may appear necessary or desirable to collect the amounts then due and payable together with thereafter to become due, or to enforce performance or observance of any other amounts payable by obligations, agreements, or covenants of the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;Borrower Documents. (be) The Trustee may and, at the direction of the Bondholder Representative, shall (1) replace the manager(s) of the Borrower as directed by the Bondholder Representative, if any, (2) replace any or all members of the Borrower’s Board, as directed by the Bondholder Representative, and/or (3) require the Borrower to accept the Bondholder Representative or its designee as a member of the Borrower’s Board holding a supermajority vote, unless the Borrower provides an Opinion of Counsel acceptable to the Bondholder Representative that any such remedy violates applicable State law or the Charter. Prior to the exercise of any of the remedies under this Section 10.02(e)(3), the Trustee shall receive an Opinion of Bond Counsel that the exercise of such remedies shall not adversely affect the excludability from gross income under Section 103(a) of the Code of interest paid on the Tax-Exempt Bonds or cause the interest on the Tax- Exempt Bonds, or any portion thereof, to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code. (f) Upon the occurrence of an Event of Default described in Section 10.01(a) hereof, the Trustee may and, at the direction of the Bondholder Representative, shall enter into the Facilities and market the Facilities for sale. Notwithstanding the foregoing, prior to the exercise by the Issuer or the Trustee of any remedy that would prevent the application of this paragraph, the Borrower may, at any time, pay all accrued payments hereunder (exclusive of any such payments accrued solely by virtue of declaration pursuant to subsection (a) of the first paragraph of this Section) and fully cure all defaults, and in such event, the Borrower shall be fully reinstated to its position hereunder as if such Event of Default had never occurred. In the event that the Borrower fails to make any payment required hereby, the payment so in default shall bear interest at the Default Rate and shall continue as an obligation of the Borrower until the amount in default shall have been fully paid. Whenever any Event of Default has occurred and is continuing under this Loan Agreement, the Trustee may, but except as otherwise provided in the Indenture shall not be obligated to, exercise any or all or any combination of the rights of the Issuer under this Article, upon notice as required to the Issuer. In addition, the Trustee shall have available to it all of the remedies specified prescribed in this Loan Agreement; (c) The the Indenture. If the Trustee is not enforcing the Issuer’s rights in a manner to protect the Issuer or is otherwise taking action that brings adverse consequences to the Trustee may have access toIssuer, inspectthen the Issuer may, examine and make copies without the consent of the booksTrustee, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or appropriate to enforce the Issuer’s Unassigned Rights and to collect all amounts sums then due and thereafter to become due to the Issuer under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section the immediately preceding paragraph (other than sums collected for the Issuer on account of the Issuer’s Unassigned Rights, which sums shall be paid into directly to the Bond Fund and Issuer), after reimbursement of any costs incurred by the Issuer, the Bondholder Representative or the Trustee in connection therewith shall be applied in accordance with the provisions of the Indenture orIndenture. If the Issuer, if the Outstanding Bonds Bondholder Representative or the Trustee shall have proceeded to enforce their rights under this Loan Agreement and such proceedings shall have been paid discontinued or abandoned for any reason or shall have been determined adversely to the Issuer, the Bondholder Representative or the Trustee, then and discharged in accordance with every such case, the provisions Borrower, the Issuer, the Bondholder Representative and the Trustee shall be restored to their respective positions and rights hereunder, and all rights, remedies and powers of the IndentureXxxxxxxx, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in Issuer, the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by Bondholder Representative and 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 Section 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 continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceedings had been taken.

Remedies on Default. { TC \l2 "Whenever any event of default under Section 7.2 Remedies on Default"} Whenever an Event 9.1 of Default this Agreement shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee ; provided that in no event shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to it: (a) The Issuer shall, at the written request of the Trustee if acceleration is declared pursuant to Section 6.02 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 of the Bonds shall at the time be outstanding and not paid and discharged in accordance with the provisions of the Indenture, the Issuer at no cost or expense the Trustee 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 Borrowers, only, however, insofar as (c) The Issuer may without being required to give any notice (other than to the Issuer. Trustee), except as provided in this Agreement or as may be required by mandatory provisions of law, pursue all remedies of a creditor or secured party under the Ohio Revised Code, or any other applicable laws. (d) The Issuer or the Trustee may take whatever action at law or in equity may appear necessary or desirable to collect the Loan Payments and Additional Payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Borrowers under this Agreement. (e) The Trustee may exercise all remedies available under the Mortgage, the Indenture, the Assignment of Rents and Leases, and the Security Agreement, Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges principal of and interest and any premium on the Bonds collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 4.07 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee or annulment of its a declaration that all of the Bonds outstanding under the Indenture are immediately due and payable shall also shall constitute an rescission or annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event event of Default default with respect to which that such declaration has 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever If an Event of Default shall have happened occur and be subsistingcontinuing, Lender shall have the right, in addition to any other rights or remedies available to Lender under the Mortgages or any of the other Junior Loan Documents or under applicable Law, to exercise any one or more of the following remedial steps may be takenrights and remedies: (a) If acceleration Lender may terminate its obligation to advance any further principal of the principal amount Junior Loan pursuant to this Agreement by Notice to Borrower. (b) Lender may accelerate all of Borrower’s Obligations under the Junior Loan Documents, whether or not matured and regardless of the Bonds has been declared pursuant to Section 7.03 adequacy of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by collateral securing the Borrower under this Loan Agreement and the Note Junior Loan, whereupon the same 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 kind or character (b) The Trustee may exercise all of which are hereby waived by Borrower); it being acknowledged and agreed by Lender that any such acceleration shall be without the imposition of any prepayment fee or all or prepayment penalty of any combination of the remedies specified in this Loan Agreement;kind. (c) The Issuer or Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; orProperty. (d) The Issuer Subject to the terms of the Lock Box Agreement, Lender may set off the amounts due Lender under the Junior Loan Documents against any and all accounts, credits, money, securities or the Trustee may pursue all remedies other property of Borrower now or hereafter existing at law on deposit with, held by or in equity the possession of Lender to collect all amounts then due and thereafter the credit or for the account of Borrower, without notice to become due under this Loan Agreement, or the Regulatory Agreementconsent of Borrower, and any and all funds in the Note or funds and accounts established under the Lock Box Agreement will be applied to enforce the performance and observance of any other obligation or agreement payment of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished Junior Loan pursuant to the Issuer at no cost or expense to terms and conditions of the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments Lock Box Agreement. (e) Lender may make Protective Advances and any other amounts which would be applicable such Protective Advances shall bear interest at the Past Due Rate under the Junior Note. (f) Lender may enter into possession of the Property and perform any and all work and labor necessary to payment complete the development of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund Land and applied the Construction of the Improvements (whether or not in accordance with the provisions 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 Junior Note and shall be secured by the Mortgages. 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 name of Borrower or Lender: (i) 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 purpose of completing the development of the Indenture or, if Land and the Outstanding Bonds have been paid and discharged in accordance with the provisions construction of the IndentureImprovements, whether or not in the manner called for in the Plans and Specifications; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be paid as provided necessary or desirable in Section 5.08 the judgment of Lender to complete the development of the Indenture Land and the construction of the Improvements; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for transfers 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 remaining amounts the work or the clearance of title to the Property; (v) To execute all applications and certificates which may be required in the Bond Fund. The provisions name of this Section are subject Borrower; (vi) To enter into, enforce, modify or cancel the Lease and to the further limitation 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 the rescission by the Trustee of Lender in its declaration that all of the Bonds are immediately due sole and payable also shall constitute an annulment of absolute discretion may consider necessary or desirable to protect its security; and (viii) To do any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default every act with respect to the development of the Land and the construction of the Improvements which Borrower may do in its own behalf. (g) It is understood and agreed that declaration has been madethis 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 Land and the construction of the Improvements and to take such actions and to require such performance as Lender may deem reasonably necessary. (h) Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, provided that no which power is coupled with an interest, and hereby empowers said attorney or attorneys, in the name of Borrower or Lender, to exercise any remedies available to Lender under the Collateral Assignment; provided, however, such waiver or rescission power of attorney shall extend to or affect any subsequent or other default or impair any right consequent thereonbe exercisable only during the continuation of an Event of Default.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever ‌ Upon the occurrence of an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be takenDefault: (a) If acceleration of The Mortgagee may, at its option, by notice in writing to the principal amount of Mortgagor, declare the Bonds has been declared pursuant to Section 7.03 of payments under the IndentureAgreement, and in the Trustee shall declare all Loan Payments to be Note remaining unpaid immediately due and payable together with any other amounts payable by and accelerate the Borrower under this Loan Agreement and the Note whereupon Note, upon the same shall become immediately due terms and payableconditions and in the manner provided for in the Agreement; (b) The Trustee may exercise Mortgagee may, at its option, after notice in writing to the Mortgagor, institute proceedings for the collection at law or in equity of any or and all or any combination indebtedness due under the provisions of the remedies specified in Agreement secured by this Loan AgreementMortgage; (c) The Issuer Mortgagee may, at its option, after notice in writing to the Mortgagor, immediately cause this Mortgage to be foreclosed in the manner prescribed by law and, upon the commencement of foreclosure proceedings, shall be entitled to have a receiver appointed at once or at any time thereafter, either before or after sale, without notice and without requiring bond, and without regard to the Trustee may have access to, inspect, examine and make copies solvency or insolvency of any person liable for payment of the booksindebtedness secured hereby, records, accounts and financial data without regard to the then value of the Borrower pertaining Mortgaged Property (the provisions for the appointment of a receiver and assignment of rents hereby granted to the Project; orMortgagee being an express condition upon which the indebtedness and payments hereby secured are made) for the benefit of the Mortgagee, with power to rent the same and to collect the rents, issues and profits of the Mortgaged Property, due and to become due, during the pendency of such foreclosure suit and in the case of a sale and deficiency, during the full statutory period of redemption whether there be redemption or not, as well as during any future times when the Mortgagor, except for the intervention of such receiver, would be entitled to collect such rents, issues and profits and shall have all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Mortgaged Property during the whole of said period. Any amount so collected by such receiver, whether prior to or following foreclosure, shall be applied under direction of the court upon the costs and expenses of foreclosure and receivership, expense of insurance on the improvements, expense of repairs, taxes, assessments, and the balance shall be paid to the Mortgagee to be applied on the indebtedness secured by this Mortgage. (d) The Issuer Mortgagee may, at its option, after 30 days’ notice in writing to the Mortgagor, at any time either by its agents, attorneys, employees or by a receiver to be appointed by a court and without regard to the adequacy of any security for the indebtedness hereby secured, either with or without process of law, forcibly or otherwise (to the extent permitted by law), enter upon and take possession of the Mortgaged Property or any part thereof, pursuant to applicable laws, expel and remove any persons, goods or chattels occupying or upon the same, do and perform any act that the Mortgagee may deem necessary or proper to conserve the value thereof, and to collect and receive all rents, issues and profits therefrom, including those past due and unpaid, as well as those accruing thereunder, to manage and control the same, and to lease the same or any part thereof. The Mortgagor further agrees that the Mortgagee may also take possession of, and use any and all personal property contained in the Mortgaged Property and used by the Mortgagor in the rental or leasing of the Mortgaged Property or any part thereof. The expense (including receiver’s fees, if any, and compensation to any agent appointed by the Mortgagee, and counsel fees and costs and disbursements) incurred in taking possession and effecting such collection, shall be deemed a portion of the expense of this Mortgage secured hereby. Neither the collection of such rents, issues and profits and the application or release thereof as aforesaid shall cure or waive any default. After deducting all attorneys’ fees and expenses incurred in connection herewith, the remaining net income shall be paid to the Mortgagee to be applied upon the indebtedness secured hereby. In any suit to foreclose the lien of this Mortgage there shall be allowed and included in the decree for sale, to be paid out of the proceeds of such sale: (i) All of the principal remaining unpaid on the Note, plus all interest accrued thereon and which will accrue thereon to the date of payment, plus interest on the foregoing amounts of principal and interest (to the extent permitted by law) from their respective due dates until paid; (ii) All items advanced or paid by the Mortgagee pursuant to this Mortgage, with interest thereon at the Repayment Rate per annum from the date of advancement until paid; and (iii) All reasonable court costs, reasonable attorneys’ fees, appraisers’ fees, expenditures for documentary and expert evidence, stenographer’s charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all abstracts of title, title searches and examinations, title guarantee or insurance policies, and similar data with respect to title which the Mortgagee may deem necessary in connection with any proceeding, including probate and bankruptcy proceedings, to which the Mortgagee shall be a party, either as plaintiff, claimant or defendant, by reason of this Mortgage or any indebtedness secured or in connection with preparations for the commencement of any suit for the foreclosure hereof after accrual of such right to foreclose, whether or not actually commenced, and all such expenses shall become so much additional indebtedness secured hereby and immediately due and payable, with interest thereon at the Repayment Rate per annum from the date when paid or incurred by the Mortgagee until paid. The proceeds of any foreclosure shall be distributed and applied to the items described in (ii) and (iii) of this Section, in the order of their listing, then to (i) and any surplus of the proceeds of such sale shall be paid to the Mortgagor. In case of any sale under this Mortgage by virtue of judicial proceedings or otherwise, the Mortgaged Property may be sold in one parcel, as an entirety, or in such parcels, manner or order as the Mortgagee in its sole discretion may elect, and the Mortgagor waives any and all rights which the Mortgagor may have to insist upon the sale of the Mortgaged Property in one parcel or separate parcels. To the extent permitted by law, the Mortgagor hereby waives any and all rights of redemption or reinstatement that it may have. If the aforementioned waiver is not effective, then it is agreed that if this Mortgage covers less than ten (10) acres of land, and in the event of the foreclosure of this Mortgage and sale of the property by sheriff’s sale in such foreclosure proceedings, the time of one (1) year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to six (6) months provided the Mortgagee, in such action, files an election to waive any deficiency judgment against the Mortgagor which may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter 628 of the Code of Iowa, as amended (the “Iowa Code”). If the redemption period is so reduced, for the first two (2) months after the sale, such right of redemption shall be exclusive to the Mortgagor, and the time periods in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to three (3) months. It is further agreed that the period of redemption after a foreclosure of this Mortgage shall be reduced to sixty (60) days if all of the three following contingencies develop: (1) the real estate is less than ten (10) acres in size; (2) the court finds affirmatively that the said real estate has been abandoned by the owners and those persons personally liable under this Mortgage at the time of such foreclosure; and (3) the Mortgagee in such action files an election to waive any deficiency judgment against the Mortgagor or its successor in interest in such action. If the redemption period is so reduced, the Mortgagor or its successors in interest or the Trustee owner shall have the exclusive right to redeem for the first thirty (30) days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of the Mortgagor shall be presumption that the property is not abandoned. Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code. This Section shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the Iowa Code. This Section also shall not be construed to limit Mortgagee’s right to elect foreclosure without redemption or to elect foreclosure by nonjudicial procedure as set forth in Chapters 654 and 655A of the Iowa Code. Mortgagor agrees that, in the event of a foreclosure of the Mortgage, under any provision of Iowa law, Mortgagee shall be entitled to sole possession and use of the Mortgaged Property during any redemption period. Any sale or sales under this Section shall operate, after any applicable redemption period, to divest all estate, right, title, interest, claim or demand whatsoever, whether at law or in equity, of the Mortgagor in and to the premises, property, privileges and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor, its successors and assigns and against any and all persons claiming or who may pursue all remedies now claim the same, or hereafter existing any part thereof, from, through or under the Mortgagor, its successors or assigns, provided that the foregoing shall not limit the Mortgagor’s rights (if any) at law or in equity relating to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and valuation of the Note Mortgaged Property or to enforce the performance and observance existence or scope of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonsurplus.

Remedies on Default. { TC \l2 "Except as provided in Section 7.2 Remedies on 19(f) above, in the event of a Default"} Whenever an Event of Default shall have happened and be subsisting, the Landlord may take any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant in addition to Section 7.03 of the Indenture, the Trustee shall declare any and all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any rights or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee it may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity equity: (A) Landlord may terminate this Lease by giving notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date originally fixed as the termination date of the term of this Lease, and all rights of Tenant under the Lease and in and to collect the Premises shall expire and terminate, and Tenant shall remain liable for all amounts then due and thereafter to become due obligations under this Loan AgreementLease arising up to the date of such termination and Tenant shall surrender the Premises to Landlord on the date specified in such notice. (B) Landlord may, the Regulatory Agreementfrom time to time without terminating this Lease, and the Note without releasing Tenant in whole or in part from its obligation to enforce the performance pay monthly rental and observance of any other obligation or agreement perform all of the Borrower under those instruments. Notwithstanding covenants, conditions, and agreements to be performed by Tenant as provided in this Lease, make such alterations and repairs as may be necessary in order to re-let the foregoingPremises, the Issuer and after making such alterations and repairs, Landlord may, but shall not be obligated to take to, re-let the Premises or any step which part thereof for such term or terms at such rental or rentals and upon such other terms and conditions as Landlord in its opinion will sole discretion may deem advisable or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished acceptable; upon each re-letting, all rentals received by Landlord from such re-letting shall be applied first to the Issuer at no payment of any cost or expense and expenses of such re-letting, including brokerage fees and attorney's fees and all costs of such alterations and repairs, and second to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund monthly rental due and applied in accordance with unpaid hereunder, and the provisions of the Indenture orresidue, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indentureany, shall be held by Landlord and paid to Tenant. In no event shall Tenant be entitled to any excess rental received by Landlord over and above charges that Tenant is obligated to pay hereunder as provided monthly rental; if such rentals received from such re-letting during any month are less than those to be paid during the month by Tenant hereunder, including monthly rental, Tenant shall pay any such deficiency to Landlord, which deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord as soon as ascertained and upon demand all costs and expenses incurred by Landlord in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section connection with such re-letting and making any alterations and repairs which are subject to the further limitation that the rescission not covered by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of rental received under such re-letting; notwithstanding any corresponding declaration made pursuant such re-letting without termination, Landlord may at any time thereafter elect to paragraph (a) of terminate this Section 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 Lease for such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonprevious breach.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} (A) Whenever an any Event of Default shall have happened and be subsistingoccurred, the Trustee, or the Authority where so provided herein, may take any one or more of the following remedial steps may be takenactions: (a1) If acceleration of The Trustee, as and to the principal amount of the Bonds has been declared pursuant to Section 7.03 extent provided in Article VIII of the Indenture, may cause all amounts payable under the Trustee shall declare all Loan Payments Financing Documents to be immediately due and payable together with without notice or demand of any other amounts payable by the Borrower under this Loan Agreement and the Note kind, whereupon the same shall become immediately due and payable;. (b2) The Authority, without the consent of the Trustee or any Bondholder, may proceed to enforce the obligations of the Borrower to the Authority, to the Trustee and to the appropriate taxing jurisdictions under Section 6.2 of this Agreement. (3) The Trustee may exercise any or and all or any combination of rights and remedies it may have under the remedies specified in this Loan Agreement;Financing Documents. (c4) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity it may have to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and or observance of any other obligation or agreement the obligations, agreements, and covenants of the Borrower under those instruments. Notwithstanding the foregoingFinancing Documents. (5) The Trustee may require the Borrower to obtain the prior written consent of the Trustee to the taking of any action otherwise permitted by the Financing Documents including, without limitation, the Issuer shall not be obligated to take incurrence of any step which in its opinion will obligation or might cause it to expend time any transfer of Mortgaged Property. (B) In the event that any Event of Default or money any proceeding taken by the Authority (or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all on behalf of the Bonds are immediately due and payable also Authority) thereon shall constitute an annulment of any corresponding declaration made pursuant be waived or determined adversely to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of Authority, then the Event of Default with respect shall be annulled and the Authority and the Borrower shall be restored to which that declaration has been madetheir former rights hereunder, provided that but no such waiver or rescission determination shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened has occurred and be subsistingis continuing, the Trustee as assignee of the Corporation has the right, at its option and without any further demand or notice, to take any one or more of the following remedial steps may be takenactions: (a) If acceleration Declare all principal components of the principal amount of unpaid Installment Payments, together with accrued interest thereon at the Bonds has been declared pursuant to Section 7.03 of Overdue Rate from the Indentureimmediately preceding Interest Payment Date on which payment was made, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall immediately become immediately due and payable;. Notwithstanding the foregoing provisions of this subsection (a), however, if, at any time after the principal components of the unpaid Installment Payments have been so declared due and payable under this subsection (a), and before any judgment or decree for the payment of the moneys due has been obtained or entered, the City deposits with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the Overdue Rate, and the reasonable expenses of the Trustee (including any fees and expenses of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) have been made good, then, and in every such case, the Trustee will rescind and annul such declaration and its consequences. However, no such rescission and annulment extends to or affects any subsequent default, or impairs or exhausts any right or power consequent thereon. As provided in Section 6.6, the Trustee is required to exercise the remedies provided herein in accordance with the Trust Agreement. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing Take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Installment Payments then due and or thereafter to become due under during the Term of this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower City under those instruments. Notwithstanding this Agreement. (c) As a matter of right, in connection with the foregoingfiling of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Certificate Owners hereunder, cause the Issuer shall not be obligated to take any step which in its opinion will appointment of a receiver or might cause it to expend time or money or otherwise incur liability unless receivers of the Gross Revenues and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into pledged hereunder, with such powers as the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 court making such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonappointment may confer.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be subsistingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be takensteps: (a) If acceleration of Without terminating the principal amount of the Bonds has been declared pursuant Property Schedule, and by written notice to Section 7.03 of the IndentureLessee, the Trustee shall Lessor may declare all Loan Rental Payments to be immediately due and payable together with any other amounts payable by Lessee thereunder to the Borrower end of the then-current budget year of Lessee to be due, including without limitation delinquent Rental Payments under this Loan Agreement the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the Note whereupon rate of 12% per annum or the same shall become immediately due and payablemaximum rate permitted by applicable law, whichever is less; (b) The Trustee Lessor may exercise terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all or any combination of the remedies specified Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in this Loan Agreementaccordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) defease the Property Schedule pursuant to Section 6.07, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining By written notice to the Project; orAgent, if any, Lessor may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule under the applicable escrow or trust agreement as provided in the applicable escrow or trust agreement. (d) The Issuer or By written notice to any escrow agent (other than the Trustee Agent) who is holding proceeds of the Property Schedule, Lessor may pursue instruct such escrow agent to release all remedies now or hereafter existing such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obl igations under the Property Schedule; (e) Lessor may take any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note enforce or to enforce the performance and observance of protect any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of rights under the Bonds are immediately due Property Schedule and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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 thereonAgreement.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever Upon the occurrence and during the continuation of an Event of Default shall have happened Default, the Lender may, at its option and be subsisting, without any one further demand or more of the following remedial steps may be takennotice: (a) If acceleration declare all principal components of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indentureunpaid Loan Repayments, the Trustee shall declare all Loan Payments together with accrued interest thereon, to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall will immediately become immediately due and payable;; and (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the Loan Repayments then due and or thereafter to become due under during the Term of this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken District under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond FundLoan Agreement. The provisions of this Section the preceding clause (a) are subject to the further limitation condition that if, at any time after the rescission by the Trustee of its declaration that all principal components of the Bonds are immediately unpaid Loan Repayments have been so declared due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph under the preceding clause (a), and before any judgment or decree for the payment of the moneys due have been obtained or entered, the District deposits with the Lender a sum sufficient to pay all principal components of the Loan Repayments coming due prior to such declaration and all matured interest components (if any) of this the Loan Repayments, with interest on such overdue principal and interest components calculated at the rate set forth in the applicable provisions of Section 3.5, and a waiver sum sufficient to pay all reasonable costs and rescission expenses incurred by the Lender in the exercise of its rights and remedies hereunder, and any and all other defaults known to the Lender (other than in the payment of the consequences principal and interest components of that the Loan Repayments due and payable solely by reason of such declaration) have been made good, then, and in every such case, the Lender may, by written notice to the District, rescind and annul such declaration and of the Event of Default with respect to which that declaration has been madeits consequences. However, provided that no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or other default shall impair or impair exhaust any right or power consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of If a Security Agreement Default shall have happened and be subsistingoccurs, any one or more all of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee Obligations shall declare all Loan Payments to be immediately due and payable together payable, without notice and Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Without limitation thereto, Lender shall have the following rights and remedies: (i) to take immediate possession of Collateral, without notice or resort to legal process, and for such purpose, to enter upon any premises on which Collateral or any part thereof may be situated and to remove the same therefrom, or, at its option, to render Collateral unusable or dispose of said Collateral on Debtor's premises; (ii) to require Debtor to assemble the Collateral and make it available to Lender at a place to be designated by Lender; (iii) to exercise its right of set-off or bank lien as to any monies of Debtor deposited in accounts of any nature maintained by Debtor with Lender or affiliates of Lender, without advance notice, regardless of whether such accounts are general or special; (iv) to dispose of Collateral, as a unit or in parcels, separately or with any real property interests also securing the Obligations, in any county or place to be selected by Lender, at either private or public sale (at which public sale Lender may be the purchaser) with or without having the Collateral physically present at said sale. Any notice of sale, disposition or other amounts payable action by Lender required by law and sent to Debtor at Debtor's address shown above, or at such other address of Debtor as may from time to time be shown on the Borrower under this Loan Agreement records of Lender, at least five (5) days prior to such action, shall constitute reasonable notice to Debtor. Lender shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the Note whereupon payments received by Lender with respect to any of the same shall become immediately due Collateral, to Obligations in such order and payable; (b) The Trustee manner as Lender may exercise determine. Collateral that is subject to rapid declines in value and is customarily sold in recognized markets may be disposed of by Lender in a recognized market for such collateral without providing notice of sale. Debtor waives any and all requirements that the Lender sell or dispose of all or any combination part of the remedies specified in this Loan Agreement; (c) The Issuer Collateral at any particular time, regardless of whether Debtor has requested such sale or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereondisposition.

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 10.1 hereof shall have happened and be subsistingsubsisting and subject to the provisions of this Section 10.2, the Issuer may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Issuer may, at its option, declare all amounts payable under Section 5.3(a) hereof for the remainder of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments Agreement Term to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. If the Issuer elects to exercise the remedy afforded in this Section 10.2(a) and accelerates all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term, the amount then due and payable by the Lessee as accelerated rents shall be the sum of (1) the aggregate principal amount of the outstanding Bonds, and (2) all interest and redemption premium, if any, on the Bonds accruing to the date of such acceleration. Such sums as may then become payable shall be paid into the Bond Fund and after the Bonds and accrued interest thereon have been fully paid and any costs occasioned by such default have been satisfied, any excess moneys in the Bond Fund shall be returned to the Lessee as an overpayment of rents; provided, however, upon the occurrence of an event of default described in subsections (d) or (e) of Section 10.1 hereof, all amounts payable under Section 5.3(a) hereof for the remainder of the Agreement Term shall be deemed automatically accelerated without the necessity of any declaration or the taking of any other action whatsoever. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may re-enter and take possession of the Project without terminating this Lease, and sublease the Project for the account of the Lessee, holding the Lessee liable for the difference in the rent and other amounts payable by such sublessee in such subleasing and the rents and other amounts payable by the Lessee hereunder. (c) The Issuer may terminate the Lease Term, exclude the Lessee from possession of the Project and use its best efforts to lease the Project to another for the account of the Issuer, holding the Lessee liable for all rent and other payments due up to the effective date of such leasing. (d) In the event any of the Bonds shall at the time be outstanding and unpaid, the Issuer or the Trustee may have access to, to and inspect, examine and make copies of the books, records, accounts all books and financial data records of the Borrower pertaining Lessee to the Project; or. (de) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all amounts the rent then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Lessee under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuerthis Lease. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture), to the Lessee. Notwithstanding anything else herein contained, the Issuer and the Trustee shall be paid as prohibited from accelerating rental payments hereunder and exercise any other rights or remedies provided in Section 5.08 herein, at law or otherwise, unless and until the Issuer or the Trustee shall have given the Lessee not less than thirty (30) days’ prior written notice of its intent to declare an event of default, accelerate rental payments and/or exercise any such rights or remedies and the Indenture for transfers Lessee shall have failed to cure said event of remaining amounts in the Bond Fund. The provisions of this Section are subject default prior to the further limitation expiration of said 30-day period. Any such notice shall be a separate notice from any notice given pursuant to Section 10.1 hereof and shall specify with particularity the event or events of default that the rescission have occurred and are continuing and which actions are proposed to be taken by the Issuer and/or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment as a result of any corresponding declaration made pursuant to paragraph (a) such event of this Section 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 thereondefault.

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 6.1 hereof shall have happened and be subsisting, the Issuer may take any one or more of the following remedial steps may be takensteps: (a) If acceleration of Declare all amounts payable by the principal amount of the Bonds has been declared pursuant to Company under Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments 4.1 hereof to be immediately due and payable together with any other amounts payable by payable, if the Borrower under this Loan Agreement principal of and accrued interest on the Note whereupon the same Bonds shall become immediately have been declared due and payable;payable under Section 902 of the Indenture. (b) The Trustee may exercise In the event any or all or any combination of the remedies specified in this Loan Agreement; (c) The Bonds shall at the time be outstanding and unpaid, the Issuer or the Trustee may have access to, to and inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data income tax and other tax returns of the Borrower pertaining Company as the Issuer may reasonably request but only, however, insofar as they pertain to the Project; or. (dc) The Issuer or Issuer, without the Trustee consent of the Trustee, but only after written notice to the Trustee, may pursue all remedies now or hereafter existing take whatever action at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note as may appear necessary or desirable to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the IssuerCompany set forth herein. Any amounts collected as Loan Payments or applicable to Loan Payments repayment of the loan under Section 4.1 hereof and any other amounts which would be applicable to payment of Bond Debt Service Charges principal of and interest on the Bonds collected pursuant to action taken under this Section or by the Trustee (but only with respect to the Bonds) under the Mortgage , the Guaranty or the Collateral Assignment shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 509 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenturecontinuing, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by as the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination assignee of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee Authority may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take any action at law or in equity necessary or desirable to collect all the amounts then due and thereafter to become due or to enforce observance or performance of any covenant, condition or agreement of the Corporation under the Note and this Loan Agreement, including declaring the Regulatory Agreement, entire unpaid principal of and interest on the Note or due and payable. Upon any such declaration of acceleration, the Corporation shall immediately pay to enforce the performance Trustee the entire unpaid principal of and observance of any accrued interest on the Note and other obligation or agreement moneys due thereunder. Further, the Trustee, as assignee of the Borrower under those instrumentsCompany Promissory Notes may take any action at law or in equity necessary or desirable to collect the amounts then due and thereafter to become due thereunder, including declaring the entire unpaid principal of and interest on any one or more Company Promissory Notes due and payable. Notwithstanding the foregoingUpon any such declaration of acceleration, the Issuer Distribution Company, the Storage Company and/or the Exploration Company shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished immediately pay to the Issuer at no cost or expense to Trustee the Issuerentire unpaid principal of and accrued interest on its Company Promissory Note and other moneys due thereunder. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to If the Trustee accelerates the payment of Bond Debt Service Charges collected pursuant to action taken under this Section the Note, it shall be paid into also accelerate the Bond Fund and applied in accordance with the provisions payment of the Indenture orCompany Promissory Notes. 2. Except for any remedy directed by the Holders of the Bonds, if prior to exercising any remedies provided hereunder, unless the Outstanding Bonds Xxxxxxx Xxxxx have been paid and discharged or defeased in accordance with the provisions of the Indenturefull, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee shall notify the Xxxxxxx Underwriter and offer the Xxxxxxx Underwriter an opportunity (which may be restricted to a short period of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant time) to paragraph (a) of this Section 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 thereonsuggest appropriate remedies.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default shall have happened occurred and be subsistingcontinuing hereunder, the Issuer or the Trustee may take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Issuer or the Trustee with the written consent of the principal amount Credit Provider (provided the Credit Provider is not in default of its obligation under the Letter of Credit) may exercise any right, power or remedy permitted to it by law as a holder of the Bonds has been declared pursuant to Section 7.03 Notes, and shall have in particular, without limiting the generality of the Indentureforegoing, the Trustee right to declare the entire principal and all unpaid interest accrued on the Notes to the date of such declaration and any premium the Borrower shall declare all Loan Payments have become obligated to pay to be immediately due and payable, if concurrently with or prior to such notice the unpaid principal of and all unpaid accrued interest and premium on the Bonds have been declared to be due and payable together with any other amounts payable by under the Borrower under this Loan Agreement Indenture, and upon such declaration the Notes and the Note whereupon the same unpaid accrued interest thereon and such premium shall thereupon become immediately forthwith due and payable;payable in an amount sufficient to pay the principal of, premium, if any, and interest on the Bonds under Section 802 of the Indenture, without presentment, demand or protest, all of which is hereby expressly waived. The Borrower shall forthwith pay to the Trustee the entire principal of, premium, if any, and interest accrued on the Notes. (b) The Trustee may exercise Issuer or the Trustee, as applicable, shall waive, rescind and annul such declaration and the consequences thereof, when any or all or any combination declaration of acceleration on the Bonds has been waived, rescinded and annulled pursuant to and in accordance with Section 804 of the remedies specified in this Loan Agreement;Indenture. (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower under those instrumentsthis Agreement. Notwithstanding In case the foregoingIssuer or the Trustee shall have proceeded to enforce its fights under this Agreement or the Notes, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Issuer or the Trustee, as the case may be, then and in every such case the Borrower, the Issuer and the Trustee shall not be obligated restored respectively to take their several positions and rights hereunder and under the Notes, and all rights, remedies and powers of the Borrower, the Issuer and the Trustee shall continue as though no such proceeding had been taken, except as provided for in any step which court order. In case there shall be pending proceedings for the bankruptcy of the Borrower under the federal bankruptcy laws or any other applicable law, or in its opinion will case a receiver or might cause it to expend time trustee shall have been appointed for the property of the Borrower, or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished in the case of any other similar judicial proceedings relative to the Issuer at no cost Borrower, or expense to the Issuer. Any amounts collected property of the Borrower, the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and the Notes and, in ease of any judicial proceedings, to file such proofs of claim and other papers or documents as Loan Payments may be necessary or applicable advisable in order to Loan Payments have the claims of the Trustee allowed in such judicial 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, and to distribute the same after the deduction of charges and expenses; and any other amounts which would be applicable receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject make such payments to the further limitation that the rescission by Trustee, and to pay to the Trustee any amount due it for compensation and expenses, including reasonable attorneys’ fees incurred by it up to the date 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 Section 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 thereondistribution.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: (ai) If acceleration of the principal amount of Developer is the Bonds has been declared pursuant to Section 7.03 of the Indenturedefaulting party, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee Cooperative Parties may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower Developer pertaining to the Series 2023B Project; orand (ii) if the City is the defaulting party, the other Cooperative Parties may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the City pertaining the Special Assessments. (db) The Issuer or the Trustee Any non-defaulting Cooperative Parties may pursue all remedies now or hereafter existing under this Agreement or at law or in equity to enforce the terms of this Agreement and to collect all amounts then due and thereafter to become due and owed to them under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instrumentshereunder. Notwithstanding the foregoing, the Issuer Trustee shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer it at no cost or expense to the IssuerTrustee. Any amounts collected as Loan Payments Nothing in this Agreement shall limit or applicable restrict the access that any Cooperative Party has to Loan Payments any rights, recourse and remedies available under any other amounts Operative Document to which would be applicable it is a party and following an event of default under any such Operative Document, the non-defaulting Cooperative Party shall have access to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into all rights, recourse and remedies against the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject defaulting Cooperative Party available to the further limitation that non-defaulting Cooperative Party under such Operative Document. Notwithstanding 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default foregoing however, with respect to which that declaration has been madeany and all claims arising out of the City’s default under this Agreement or under any other Operative Document, provided that no such waiver or rescission the non-defaulting Cooperative Parties’ and/or any Holder’s sole remedy and recourse against the City shall extend be limited to or affect any subsequent or other default or impair any right consequent thereonseeking and obtaining a writ of mandamus to compel the City’s performance of its obligations under this Agreement and/or under the applicable Operative Document.

Remedies on Default. { TC \l2 "(a) If the principal of all Bonds then Outstanding and the interest accrued thereon has been declared immediately due and payable pursuant to the provisions of Section 7.2 Remedies 802 of the Indenture, all Lease Payments for the remainder of the Lease Term shall become immediately due and payable without any further act or action on Default"} Whenever an the part of the Issuer or the Trustee and the Trustee, as assignee of the Issuer, may immediately proceed (subject to Section 8.8) to take any one or more of the remedial steps set forth in subparagraph (b) below. (b) Subject to Section 8.8, whenever any Event of Default shall have happened has occurred and be subsistingis continuing, the Issuer may take any one or more of the following remedial steps may be takensteps: (ai) If acceleration of by written notice to the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall Lessee declare all Loan Lease Payments to be immediately due and payable payable, together with any other amounts payable interest on overdue payments of principal and redemption premium, if any, and, to the extent permitted by law, interest, at the Borrower rate or rates of interest then applicable under this Loan Agreement and specified in the Note whereupon the same shall become immediately due and payablerespective Bonds, without presentment, demand or protest, all of which are expressly waived; (bii) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever other action at law or in equity equity, as may appear necessary or desirable to collect all the amounts payable pursuant to this Lease Agreement then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any obligation, agreement or covenant of the Lessee under this Lease Agreement or the Indenture; (iii) give the Lessee written notice of intention to terminate this Lease Agreement on a date specified therein, which date shall not be earlier than 30 days after such notice is given, and if all defaults have not then been cured, on the date so specified, the Lessee's rights to possession of the Project shall cease and this Lease Agreement shall thereupon be terminated, and the Issuer may re-enter and take possession of the Project; (iv) without terminating this Lease Agreement, re-enter the Project to take possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law, and having elected to re-enter or take possession of the Project without terminating this Lease Agreement, the Issuer shall use reasonable diligence to re-let the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as the Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of possession of the Project by the Issuer shall be construed as an election on the Issuer's part to terminate this Lease Agreement, and no such re-entry or taking of possession by the Issuer shall relieve the Lessee of its obligation to pay Lease Payments or Additional Payments (at the time or times provided herein), or any of its other obligations under this Lease Agreement, all of which shall survive such re-entry or taking of possession, and the Lessee shall continue to pay the Lease Payments and Additional Payments provided for in this Lease Agreement until the end of the Lease Term, whether or not the Project shall have been re-let, less the proceeds, if any, of any re-letting of the Project after deducting all of the Issuer's reasonable expenses in or in connection with such re-letting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for re-letting. The proceeds of any re-letting shall be deposited in the Bond Fund. Having elected to re-enter or take possession of the Project without terminating this Lease Agreement, the Issuer may (subject, however, to any restrictions against termination of this Lease Agreement in the Indenture), by notice to the Lessee given at any time thereafter while the Lessee is in default in the payment of Lease Payments or Additional Payments or in the performance of any other obligation under this Lease Agreement, elect to terminate this Lease Agreement on a date to be specified in such notice, which date shall be not earlier than 30 days after re-entry, and if all Events of Default shall not have then been cured, on the date so specified this Lease Agreement shall thereupon be terminated; and (v) take whatever action at law or agreement in equity may appear necessary or appropriate to enforce its Unassigned Issuer's Rights; provided that the Issuer will not take any action which would prejudice the rights of the Borrower Trustee. (c) If in accordance with any of the foregoing provisions of this Article the Issuer shall have the right to elect to re-enter and take possession of the Project, the Issuer may enter and expel the Lessee and those claiming through or under those instrumentsthe Lessee and remove the property and effects of both or either (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenant. The Issuer may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Lessee under this Lease Agreement. (d) Upon the occurrence of an Event of Default by the Lessee, the Issuer grants to the Trustee a reasonable time within which to obtain possession of the Project, to institute and with reasonable diligence to complete foreclosure proceedings or otherwise acquire the Lessee's leasehold estate under this Lease Agreement prior to the Issuer's exercise of any remedy under paragraph (b)(iii) of this Section. The Issuer's right to terminate this Lease Agreement shall end when the Trustee obtains possession of the Project as aforesaid, which possession shall be deemed to include possession by a receiver. (e) If this Lease Agreement shall terminate prior to the expiration of the Lease Term (including the rejection of this Lease Agreement by the trustee of the Lessee in a proceeding under the Bankruptcy Code), the Issuer shall enter into a new lease for the Project with the Trustee, or its designee or nominee, for the remainder of the Lease Term, effective as of the date of termination, at the same rent and upon the same terms, covenants and conditions contained in this Lease Agreement, except that such new lease shall not guarantee possession of the Project to the new tenant as against the Lessee or anyone claiming under the Lessee, and the Issuer, simultaneously with the execution and delivery of such new lease, shall turn over to the new tenant all moneys, if any, then held by the Issuer under this Lease Agreement on behalf of the Lessee, on condition that: (i) the Trustee shall make written request for such new lease within 30 days after the date of such termination, and (ii) on the commencement date of the term of the new lease, the Trustee shall pay or cause to be paid, solely from moneys available under the Indenture, to the Issuer on that date all expenses, including reasonable counsel fees, court costs and disbursements, incurred by the Issuer in connection with any such default and termination as well as in connection with the execution and delivery of such new lease. Any new lease entered under the terms of this paragraph (d) will provide that the new lease will not be terminated by the Issuer during the period the Trustee, or its nominee or designee, is the tenant. (f) In the enforcement of the remedies provided in this Section, the Trustee may treat all expenses of enforcement, including reasonable legal, accounting and advertising fees and expenses, as Additional Payments then due and payable by the Lessee. (g) Any amount collected pursuant to action taken under this Section shall be paid to the Trustee and applied, first, to the payment of any reasonable costs, expenses and fees incurred by the Issuer or the Trustee as a result of taking such action and, next, any balance shall be used to satisfy any Lease Payments then due by payment into the Bond Funds 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. (h) Notwithstanding the foregoing, the Issuer Trustee shall not be obligated to take any step which that in its opinion will or might cause it to expend time or money or otherwise incur liability liability, unless and until a satisfactory indemnity bond has been furnished to the Issuer Trustee at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. Trustee. (i) The provisions of this Section are subject to the further limitation that the rescission by the Trustee annulment of its a declaration that all of the Bonds are immediately due and payable also shall automatically constitute an annulment of any corresponding declaration made pursuant to paragraph subparagraph (ab)(i) of this Section and a waiver and rescission of the consequences of that such declaration and of the Event of Default with respect to which that such declaration has been made, provided that no such waiver or rescission shall extend to or affect any other or subsequent or other default Default or impair any right consequent thereon. If any covenant, condition or agreement contained in this Lease Agreement is breached or any Event of Default has occurred and such breach or Event of Default is thereafter waived by the Trustee, such waiver shall be limited to such particular breach or Event of Default.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingcontinuing, any one or more of the following remedial steps may be taken: (a) If and only if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments and Notes to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Bank or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; orand (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and Letter of Credit or the Note Notes or to enforce the performance and observance of any other obligation or agreement of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Revenue Fund and the Bond Fund. The provisions of this Section 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 Section 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. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default referred to in Section 11.1 hereof shall have happened occurred and be subsisting, any one or more of the following remedial steps may be takencontinuing: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the IndentureThe Corporation, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon Credit Enhancement Provider shall have the same shall become immediately due and payable; right (bi) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, to inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data income tax and other tax returns of the Borrower pertaining to District during regular business hours of the Project; or (d) The Issuer District if reasonably necessary in the opinion of the Trustee, the Credit Enhancement Provider, or the Trustee may pursue all remedies now or hereafter existing Corporation, and (ii) to take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower District under those instruments. Notwithstanding this Recreational Facilities Agreement. (b) In case there shall be pending proceedings for the foregoingbankruptcy or for the reorganization of the District under federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the District or in the case of any other similar judicial proceedings relative to the District, or to the creditors or property of the District, the Issuer Corporation, the Trustee or the Credit Enhancement Provider shall not be obligated entitled and empowered, by intervention in such proceedings or otherwise, to take file and prove a claim or claims for the whole or any step which amount due and payable hereunder, including interest owing and unpaid in its opinion will or might cause it to expend time or money or otherwise incur liability unless respect thereof and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and for any other amounts which would then due and payable hereunder and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be applicable necessary or advisable in order to payment have the claims of Bond Debt Service Charges collected pursuant the Corporation, the Trustee or the Credit Enhancement Provider allowed in such judicial proceedings relative to action taken under this Section shall be paid into the Bond Fund District, its creditors or its property, and applied to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in accordance bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, the Corporation and the Credit Enhancement Provider, as their respective interests appear, including without limitation any amount due for compensation and expenses, including counsel fees incurred by it up to the date of such distribution. (c) The District hereby agrees and consents that in conjunction with the provisions exercise of any remedies provided in this Recreational Facilities Agreement, with respect to any dispute relating to this Recreational Facilities Agreement that service of process on the District may be made by either personally serving such process on any member of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions Board of Directors of the IndentureDistrict or by mailing such service of process, shall be paid as provided in Section 5.08 by registered mail, return receipt requested, to any member of the Indenture for transfers Board of remaining amounts County Commissioners of the District, or such service of process may be made on any such member of the Board of Directors or on the District in the Bond Fund. any manner then permitted by law. (d) The provisions foregoing provision of this Section 11.2 are subject to the further limitation that the rescission by Trustee shall be entitled to exercise its rights under this Recreational Facilities Agreement, other than the rights specified in clause (a)(i) above, only if the Credit Enhancement Provider has failed to provide payments to the Trustee of its declaration that all pursuant to the Credit Enhancement, or if the Trustee's failure to exercise such rights could be anticipated to materially adversely effect the holders of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section 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 thereonSeries 1996 Bonds.

Remedies on Default. { TC \l2 "If an Event of Default occurs hereunder, then the majority of bondholders must direct the Trustee to pursue a remedy unless such Event of Default is waived as contemplated in Section 7.2 Remedies on Default"} 10.5 hereof. Whenever an Event of Default referred to in Section 10.1 hereof shall have happened occurred and be subsistingis continuing, the Authority, or the Trustee where so provided herein, may, and at the direction of the Owners of majority of all Bonds Outstanding shall, take any one or more of the following remedial steps may be takensteps: (a) If acceleration The Trustee (acting as assignee of the principal amount Authority) or the Authority (in the event of a failure of the Bonds has been declared pursuant Trustee to Section 7.03 of act under this subsection), as and to the extent provided in the Indenture, may declare the Trustee shall declare all Loan Payments payable hereunder for the remainder of the term of this Agreement to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;. (b) The Trustee (acting as assignee of the Authority) or the Authority (in the event of a failure of the Trustee to act under this subsection), as and to the extent provided in the Indenture, may exercise any the power of sale or foreclosure under the Mortgage on the property subject thereto and may exercise all or any combination the rights and remedies of a secured party under the remedies specified in this Loan Agreement;California Uniform Commercial Code with respect thereto and with respect to the Pledged Revenues. (c) The Issuer Trustee (acting as assignee of the Authority) or the Trustee may have access to, inspect, examine and make copies Authority (in the event of a failure of the booksTrustee to act under this subsection), records, accounts as and financial data of the Borrower pertaining to the Project; or (d) The Issuer or extent provided in the Trustee Indenture, may pursue all remedies now or hereafter existing take whatever action at law or in equity as may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and or observance of any other obligation obligations, agreements, or agreement covenants of the Borrower under those instrumentsthis Agreement of the Lessee under the Guaranty. Notwithstanding the foregoing, prior to the Issuer exercise by the Authority or the Trustee of any remedy that would prevent the application of this paragraph, the Borrower may, at any time, pay all accrued payments hereunder (exclusive of any such payments accrued solely by virtue of declaration pursuant to subsection (a) of the first paragraph of this Section) and fully cure all defaults, and in such event, the Borrower shall be fully reinstated to its position hereunder as if such Event of Default had never occurred. In the event that the Borrower fails to make any payment required hereby, the payment so in default shall continue as an obligation of the Borrower until the amount in default shall have been fully paid. Whenever any Event of Default has occurred and is continuing under this Agreement, the Trustee may, but except as otherwise provided in the Indenture shall not be obligated to take to, exercise any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished all of the rights of the Authority under this Article, upon notice as required to the Issuer at no cost Authority. In addition, the Trustee shall have available to it all of the remedies prescribed in the Indenture. If the Trustee is not enforcing the Authority’s rights in a manner to protect the Authority or expense is otherwise taking action that brings adverse consequences to the IssuerAuthority, then the Authority may, without the consent of the Trustee, take whatever action at law or in equity may appear necessary or appropriate to enforce the Authority’s Unassigned Rights and to collect all sums then due and thereafter to become due to the Authority under this Agreement. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section the immediately preceding paragraph (other than sums collected for the Authority on account of the Authority’s Unassigned Rights, which sums shall be paid into directly to the Bond Fund and Authority), after reimbursement of any costs incurred by the Authority or the Trustee in connection therewith shall be applied in accordance with the provisions of the Indenture orIndenture. If the Authority or the Trustee, if the Outstanding Bonds shall have proceeded to enforce their rights under this Agreement and such proceedings shall have been paid discontinued or abandoned for any reason or shall have been determined adversely to the Authority or the Trustee, then and discharged in accordance with every such case, the provisions Borrower, the Authority and the Trustee shall be restored to their respective positions and rights hereunder, and all rights, remedies and powers of the IndentureBorrower, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by Authority and 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 Section 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 continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceedings had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one either or more both of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer Authority or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining Company, only, however, insofar as they pertain to the Project; or (db) The Issuer Authority or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect recover all amounts amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instrumentsthis Agreement. Notwithstanding the foregoing, the Issuer Authority shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer Authority at no cost or expense to the IssuerAuthority. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an a rescission and annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver rescission and rescission annulment 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 and annulment shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Section 7.2 Remedies Upon the occurrence of an Event of Default, at the option and upon the declaration of the Required Holders (i) the entire unpaid Principal Amount and accrued and unpaid interest on Default"} Whenever this Secured Convertible Debenture and all other Secured Convertible Debentures shall, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable (provided that if an Event of Default shall have happened and be subsistingspecified in Section 4.c) or Section 4.d) occurs, any one or more of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same Secured Convertible Debenture shall become immediately due and payable; (b) The Trustee may exercise payable without any declaration or all or any combination other act on the part of the remedies specified Holder) and (ii) interest shall accrue on the unpaid Principal Amount from and after the date of such Event of Default at a rate equal to eighteen percent (18%) per annum, and the Holder may, among other things, proceed to protect and enforce its rights hereunder by an action at law, suit in this Loan equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in the Purchase Agreement; (c) The Issuer , or the Trustee may have access to, inspect, examine and make copies for an injunction against a violation of any of the books, records, accounts and financial data terms hereof or thereof or in the exercise of any power granted hereby or thereby or by law. No right conferred upon the Borrower pertaining Holder hereby or by the Purchase Agreement shall be exclusive of any other right referred to the Project; or (d) The Issuer herein or the Trustee may pursue all remedies therein or now or hereafter existing available at law law, in equity, by statute or otherwise. In the event of an Event of Default, payment shall be made on this Secured Convertible Debenture in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note form of a certified check or to enforce the performance and observance of other immediately available funds. Nothing herein will affect any other obligation or agreement of the Borrower Holder’s rights under those instruments. Notwithstanding the foregoingSecured Loan Agreement or the Security Documents in respect of its rights and remedies in an event of default thereunder including, without limitation, its rights to foreclose on the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished Collateral pledged pursuant to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonSecurity Documents.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsisting, any one either or more both of the following remedial steps may be taken: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining Company, only, however, insofar as they pertain to the Project; or (db) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect recover all amounts amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an a rescission and annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver rescission and rescission annulment 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 and annulment shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Remedies on Default. { TC \l2 "Whenever any event of default referred to in Section 7.2 Remedies on Default"} Whenever an Event of Default 9.l hereof shall have happened and be subsistingcontinuing, Issuer may take any one or more of the following remedial steps may be takensteps: (a) If acceleration of By written notice to Company, Issuer may declare an amount equal to the principal amount of and accrued interest on the 2000 Series A Bonds has been declared pursuant to Section 7.03 of then Outstanding, as defined in the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note Agreement, whereupon the same shall become immediately due and payable;. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, to and inspect, examine and make copies of the booksbooks and records and any and all accounts, records, accounts data and financial data income tax and other tax returns of the Borrower pertaining to the Project; orCompany. (dc) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the amounts then due and thereafter to become due under this Loan Agreementdue, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of Company under this Agreement. In case there shall be pending a proceeding of the Borrower under those instruments. Notwithstanding nature described in Section 9.1(c) above, Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to file and prove a claim or claims for the foregoingwhole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the Issuer shall not be obligated claims of Trustee allowed in such judicial proceedings relative to take Company, its creditors or its property, and to collect and receive any step which moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses; and any custodian (including, without limitation a receiver, trustee or liquidator) of Company appointed in its opinion will or might cause connection with such proceedings is hereby authorized to make such payments to Trustee, and to pay to Trustee any amount due it to expend time or money or otherwise incur liability unless for compensation and until a satisfactory indemnity bond has been furnished expenses, including reasonable counsel fees and expenses incurred by it up to the Issuer at no cost or expense to the Issuerdate of such distribution. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section 9.2 (other than the compensation and expenses referred to in the immediately prior sentence) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding 2000 Series A Bonds have been fully paid and discharged (or provision for payment thereof has been made in accordance with the provisions of the Indenture) and all reasonable and necessary fees and expenses of Trustee and any paying agents accrued and to accrue through final payment of the 2000 Series A Bonds, and all other liabilities of Company accrued and to accrue hereunder or under the Indenture through final payment of the 2000 Series A Bonds have been paid, such amounts so collected shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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 thereonCompany.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any Event of Default exists with respect to a Property Schedule, Lessor shall have happened and be subsistingthe right, at its sole option without any further demand or notice, to take one or more any combination of the following remedial steps may be takensteps: (a) If acceleration of Without terminating the principal amount of the Bonds has been declared pursuant Property Schedule, and by written notice to Section 7.03 of the IndentureLessee, the Trustee shall Lessor may declare all Loan Lease Payments to be immediately due and payable together with any other amounts payable by Lessee thereunder to the Borrower end of the then-current budget year of Lessee to be due, including without limitation delinquent Lease Payments under this Loan Agreement the Property Schedule from prior budget years, and such amounts shall thereafter bear interest at the Note whereupon rate of 12% per annum or the same shall become immediately due and payablemaximum rate permitted by applicable law, whichever is less; (b) The Trustee Lessor may exercise terminate the Property Schedule, may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Lessee, at Lessee's expense, to promptly return any or all or any combination of the remedies specified Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property in this Loan Agreementaccordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii) pay any other amounts then due under the Property Schedule, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys’ fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee except with respect to unpaid costs and expenses incurred by Lessor in connection with the disposition of the Property; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies By written notice to any escrow agent who is holding proceeds of the booksProperty Schedule, recordsLessor may instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor, accounts and financial data such sums to be credited to payment of Lessee's obligations under the Borrower pertaining to the Project; orProperty Schedule; (d) The Issuer or the Trustee Lessor may pursue all remedies now or hereafter existing take any action, at law or in equity equity, that is permitted by applicable law and that may appear necessary or desirable to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note enforce or to enforce protect any of its rights under the performance Property Schedule and observance of any other obligation or agreement of the Borrower under those instrumentsthis Agreement. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 proceeds are insufficient to pay items (i) to (iii) in Section 5.08 13.02(b) in whole, Lessee shall remain obligated after application of proceeds to items (i) and (ii), to pay in whole the Indenture amounts for transfers of remaining amounts in the Bond Fund. 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 item (a) of this Section 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 thereoniii).

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Event of Default shall have happened and be subsistingexisting, any one or more of the following remedial steps may be taken: (a) If if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Installment Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note payable, whereupon the same shall become immediately due and payable;; or (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note Agreement or to enforce the performance and observance of any other obligation or agreement of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer Trustee shall not be obligated to take any step which that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer Trustee at no cost or expense to the Issuerit. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Section 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. Violation of or non-compliance with any prevailing wage requirement (whether set forth in this Agreement or by statute, rule or law or otherwise) shall have the consequences and remedies as set forth by statute, rule or law or otherwise.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Upon the occurrence and continuance of any Event of Default shall have happened and be subsisting, any one or more of the following remedial steps may be taken: described in clause (a) If acceleration of Section 8.1 hereof, the Trustee, as the holder of the principal amount Collateral Trust Mortgage Bonds, shall, subject to the provisions of the Bonds has been declared pursuant to Indenture, have the rights provided in the Company Mortgage. (r) Upon the occurrence and continuance of any Event of Default described in Section 7.03 8.1 hereof, and further upon the condition that, in accordance with the terms of the Indenture, the Trustee Bonds shall declare all have become immediately due and payable pursuant to any provision of the Indenture, the Loan Payments required to be paid pursuant to Section 5.2 hereof shall, without further action, become and be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;. (bs) The Trustee may exercise Upon the occurrence and continuance of any or all or any combination Event of Default, the Issuer with the prior consent of the remedies specified in this Loan Agreement; (c) The Issuer Trustee, or the Trustee Trustee, may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take any action at law or in equity (including as a holder of the Collateral Trust Mortgage Bonds) to collect all amounts the payments then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower Company under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Issuer at no cost or expense to the Issuer. this Agreement. (t) Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission . (u) In case any proceeding taken by the Issuer or the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment on account of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect shall have been discontinued or abandoned for any reason, or shall have been determined adversely to which that declaration has been madethe Issuer or the Trustee, provided that then and in every such case the Issuer and the Trustee shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Issuer and the Trustee shall continue as though no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereonproceeding had been taken.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an any such Event of Default shall have happened and be subsistingcontinuing, any one or more the Trustee, as assignee of the following remedial steps may be takenIssuer and on its behalf, or (but only as to any Reserved Rights) the Issuer, may: (a) If acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and for the Note whereupon remainder of the same shall become term hereof to be immediately due and payable; (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement;the Indenture; or (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the Loan Payments, Additional Payments or other amounts then due and thereafter to become due under this Loan Agreementhereunder, the Regulatory Agreementwhether by declaration or otherwise, and the Note or to enforce the performance and observance of any other obligation obligation, covenant or agreement of the Borrower Company under those instrumentsthis Loan Agreement or arising by law. Notwithstanding The Issuer may, without consent of the foregoingTrustee, waive any Event of Default hereunder with respect to Reserved Rights, and the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to Trustee may not, without the Issuer at no cost or expense to written consent of the Issuer. Any amounts collected as Loan Payments or applicable , waive any Event of Default hereunder with respect to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund 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 5.08 of the Indenture for transfers of remaining amounts in the Bond FundReserved Rights. The provisions of this Section are subject to the further limitation that the any rescission by the Trustee Trustee, pursuant to Section 602 of the Indenture, 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 Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has 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. { TC \l2 "Section 7.2 Remedies on Subject to the rights of any Bond Insurer or Bank (except in the event of an Insurer Default or Bank Default"} Whenever an , respectively), whenever any Event of Default referred to in Section 6.1 hereof shall have happened occurred and be subsisting, any one or more of the following remedial steps may be taken:continuing, (a) If acceleration The Trustee may, to the extent and in the manner set forth in Section 9.02 of the Indenture, by notice in writing to the Borrower declare the unpaid indebtedness under Section 4.2(a) hereof to be due and payable immediately, if concurrently with or prior to such notice the unpaid principal amount of the Bonds has shall have been declared pursuant to Section 7.03 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 and premium, if any, and interest accrued on the Indenture, the Trustee Bonds) shall declare all Loan Payments to become and shall be immediately due and payable together with any other amounts payable by the Borrower under this Loan Agreement and the Note whereupon the same shall become immediately due and payable;as liquidated damages. (b) The Trustee may exercise any or all or any combination of the remedies specified in this Loan Agreement; (c) The Issuer or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; or (d) The Issuer or the Trustee may pursue all remedies now or hereafter existing take whatever action at law or in equity may appear necessary or desirable to collect all the payments and other amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note hereunder or to enforce the performance and observance of any other obligation obligation, agreement or agreement covenant of the Borrower hereunder; provided, however, that nothing in Section 4.4 hereof shall be deemed to limit the rights of the Issuer under those instrumentsthis Section 6.2(b); provided, nevertheless, that the Issuer will not exercise any remedies, with respect to any of the Issuer’s rights assigned to the Trustee pursuant to Section 4.4 hereof unless, in the Issuer’s reasonable judgment and after written request to a Responsible Officer of the Trustee, the Trustee has failed to enforce such rights. Notwithstanding The Issuer has no obligation to take any action under this Section. (c) Upon the foregoingoccurrence of an Event of Default described in Section 6.1(a) hereof, the Trustee shall immediately draw upon any Bond Insurance, Liquidity Facility or Letter of Credit, if permitted by the terms thereof 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. The provisions of clause (a) of the preceding paragraph are subject to the condition that if, at any time after the unpaid indebtedness under Section 4.2(a) hereof shall have been so declared due and payable, and before any judgment or 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 the Bonds, with interest on such overdue installments of principal as provided herein, and the reasonable expenses of the Trustee and the Issuer, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the 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 adequate shall have been made therefor, then, and in every such case, the Trustee shall, on behalf of the Owners of all the Bonds, with the consent of the Bank and the Bond Insurer, as required pursuant to Section 9.03 of the Indenture, rescind and annul 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, or shall impair or exhaust any right or power consequent thereon. In case the Trustee or the Issuer, as the case may be, shall have proceeded to enforce its rights under this Agreement, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Borrower, the Trustee and the Issuer shall not be obligated restored respectively to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless their several positions and until a satisfactory indemnity bond has been furnished to rights hereunder, and all rights, remedies and powers of the Borrower, the Trustee and the Issuer at shall continue as though no cost or expense to the Issuersuch action had been taken. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section 6.2 shall be paid into the Bond Fund (unless otherwise provided in this Agreement) and applied in accordance with the provisions of the Indenture orIndenture. No action taken pursuant to this Section 6.2 shall relieve the Borrower from the Borrower’s obligations pursuant to Section 4.2 hereof. No recourse shall be had for any claim based on this Agreement against any officer, if the Outstanding Bonds have been paid and discharged in accordance with the provisions director or shareholder, past, present or future, of the IndentureBorrower as such, either directly or through the Borrower, 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, including, without limitation, the last two paragraphs of this Section 6.2, shall be paid construed to prevent the Issuer from enforcing directly any of its rights under Section 5.1 hereof and under Sections 4.2(d), 4.2(e), 4.2(h) and 6.4 hereof. In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower 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 Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial 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, and to distribute such amounts as provided in Section 5.08 the Indenture after the deduction of its reasonable charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any amount due if for reasonable compensation and expenses, including reasonable expenses and fees of counsel incurred by it up to the date of such distribution. Anything in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to Bonds supported by Bond Insurance, except in the event of an Insurer Default applicable to a particular Bond Insurer, the Bond Insurer providing Bond Insurance shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Indenture for transfers of remaining amounts Bondholders hereunder covered by such Bond Insurance, including, without limitation: (i) the right to accelerate the payment, in the Bond Fund. 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 manner described in subsection (a) of this Section and a waiver and rescission 6.2, of that portion of the consequences Borrower’s indebtedness hereunder attributable to the Bonds, (ii) the right to annul any declaration of that declaration acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, and (iii) the right to consent to all waivers of Events of Default hereunder in respect of the Bonds. Subject to the rights of the Bond Insurer as provided in the preceding paragraph, but anything else in this Agreement to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to which Bonds supported by a Letter of Credit, except in the event of a Bank Default applicable to a particular Bank, the Bank providing the Letter of Credit shall be entitled to control and direct the enforcement of all rights and remedies granted to the Issuer, the Bondholders or the Trustee for the benefit of the Bondholders hereunder covered by such Letter of Credit, including, without limitation: (i) the right to accelerate the payment, in the manner described in subsection (a) of this Section 6.2, of that portion of the Borrower’s indebtedness hereunder attributable to the Bonds and (ii) the right to annul any declaration has been madeof acceleration relating to the Borrower’s indebtedness hereunder attributable to the Bonds, provided that no such waiver or rescission and the Bank shall extend also be entitled to or affect any subsequent or other default or impair any right consequent thereonapprove all waivers of Events of Default hereunder in respect of the Bonds.

Remedies on Default. { TC \l2 "Section 7.2 Remedies on Default"} Whenever an Upon the happening of any Event of Default (including the expiration of any applicable notice, grace and /or cure period), the Lender shall have happened and be subsistingthe right, in addition to any other rights or remedies available to the 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 remedial steps may be takenrights and remedies: (a) If acceleration The Lender may terminate its obligation to advance any further principal of the principal amount Loan pursuant to this Agreement by Notice to the Borrower. (b) The Lender may accelerate all of the Bonds has been declared pursuant to Section 7.03 Borrower's Obligations under the Loan Documents, whether or not matured and regardless of the Indenture, the Trustee shall declare all Loan Payments to be immediately due and payable together with adequacy of any other amounts payable by collateral securing the Borrower under this Loan Agreement and the Note Loan, whereupon the same 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 kind or character (b) The Trustee may exercise any or all or any combination of which are hereby waived by the remedies specified in this Loan Agreement;Borrower). (c) The Issuer or Lender may apply to any court of competent jurisdiction for, and obtain appointment without bond of, a receiver for the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Borrower pertaining to the Project; orProperty. (d) The Issuer Lender may set off the amounts due to the Lender under the Loan Documents, whether or not matured and regardless of the Trustee may pursue adequacy of any other collateral securing the Loan, against any and all remedies accounts, credits, money, securities or other property of the Borrower now or hereafter existing at law on deposit with, held by or in equity to collect all amounts then due and thereafter to become due under this Loan Agreement, the Regulatory Agreement, and the Note or to enforce the performance and observance of any other obligation or agreement possession of the Borrower under those instruments. Notwithstanding the foregoing, the Issuer shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished Lender to the Issuer at no cost credit or expense for the account of the Borrower, without notice to or the Issuer. Any amounts collected as Loan Payments consent of the Borrower. (e) The Lender may enter into possession of the Property and perform any and all work and labor necessary to complete the Construction of the Improvements (whether or applicable to Loan Payments and any other amounts which would be applicable to payment of Bond Debt Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied not in accordance with the provisions Plans and Specifications) and to employ watchmen to protect the Property and the Improvements. All sums reasonably expended by the Lender for such purposes shall be deemed to have been advanced to the Borrower under the Notes and shall be secured by the Deed of Trust. For this purpose, the Borrower hereby constitutes and appoints the 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 the Indenture orBorrower, if and hereby empowers said attorney or attorneys, in the Outstanding Bonds have been paid name of the Borrower or the Lender: (i) To use any funds of the Borrower including any balance which may be held by the Lender and discharged any funds which may remain unadvanced hereunder for the purpose of completing the Construction of the Improvements; (ii) To make such additions and changes and corrections to the Plans and Specifications as shall be necessary or desirable in accordance the judgment of the Lender to complete the Construction of the 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 Property; (v) To execute all applications and certificates which may be required in the name of the Borrower; (vi) To enter into, enforce, modify or cancel Leases and to fix or modify Rents on such terms as the Lender may consider proper; (vii) To file for record, at the Borrower's cost and expense and in the Borrower's name, any notices of completion, notices of cessation of labor, or any other notices that the 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 the provisions Construction of the Indenture, shall be paid Improvements and to take such actions and to require such performance as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. 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 Lender may deem necessary; and (ix) To do any and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default every act with respect to the Construction of the Improvements which that declaration has been madethe Borrower may do in its own behalf. (f) The Lender may exercise any and all other rights and remedies under this Agreement, provided that no such waiver the Loan Documents or rescission at Law, equity or otherwise. Without limitation of the foregoing, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code (Title 11 of the United States Code, as in effect from time to time), any obligation of the Lender to make advances shall extend to or affect any subsequent or automatically terminate, and the unpaid principal amount of the Loan outstanding and all interest and other default or impair any right consequent thereonamounts payable hereunder and under the Notes and other Loan Documents shall automatically become due and payable, in each case without further act of the Lender.