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36 199386222v3 Section 5.2 Acceleration. Upon the occurrence of an Event of Default under Section 5.1 above and continuance of such Event of Default beyond any applicable cure period, the Funding Lender may, by notice in writing sent to the Governmental Lender, the Borrower and the Controlling Person, declare the principal of the Governmental Note (if not then due and payable) and the interest accrued thereon to be due and payable immediately, and, upon said declaration, such principal and interest shall become and be immediately due and payable. Upon any declaration of acceleration hereunder, the Funding Lender may exercise such rights as it may have under the Borrower Loan Agreement and the Borrower Note to declare all amounts thereunder to be immediately due and payable. In such event, there shall be due and payable on the Governmental Note an amount equal to the total principal amount of all such Governmental Note, plus all interest accrued thereon (including Default Interest, if any) and which will accrue thereon to the date of payment and all unpaid interest on the Governmental Note on the date of payment, and acceleration premium (if applicable). Section 5.3 Other Remedies; Rights of Noteowners. Upon the happening and continuance of an Event of Default beyond any applicable cure period hereunder, the Funding Lender may, with or without taking action under Section 5.2 hereof, pursue any available remedy against the Borrower or the Security to enforce the performance of or compliance with any Funding Loan Documents. (b) No remedy by the terms of this Funding Loan Agreement conferred upon or reserved to the Funding Lender, the Controlling Person, the Fiscal Agent or the Noteowners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Fiscal Agent, the Funding Lender, the Controlling Person or to the Noteowners hereunder or now or hereafter existing. (c) No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein and every such right and power may be exercised from time to time and as often as may be deemed expedient. (d) No waiver of any Default or Event of Default hereunder, whether by the Funding Lender or by the Noteowners, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. (e) The Funding Lender (or the Fiscal Agent for the benefit of Funding Lender), as the assignee of substantially all right, title and interest of the Governmental Lender in and to the Borrower Loan Agreement and the Borrower Note, shall be empowered to enforce each and every right granted to the Governmental Lender under the Borrower Loan Agreement and the Borrower Note other than Reserved Rights. Section 5.4 Right of Controlling Person to Direct Proceedings. Anything in this Funding Loan Agreement to the contrary notwithstanding, the Controlling Person shall, until revoked by an instrument or instruments in writing executed and delivered by the Funding Lender to the Governmental Lender, the Borrower, the Fiscal Agent and the Controlling Person, have the right to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Funding Loan Agreement, or any other proceedings hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Funding Loan Agreement. Section 5.5 Discontinuance of Default Proceedings. In case the Funding Lender shall have proceeded to enforce any right under this Funding Loan Agreement by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have