Common use of Certain Consents and Waivers Clause in Contracts

Certain Consents and Waivers. (a) Member hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of Member’s right to recover any amount from Borrower, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue Borrower or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against Member; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against Borrower, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower or any Person, the repudiation of the Financing Documents by Borrower or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Member further agrees that upon an Event of Default with respect to Borrower or Project Companies, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Member of the right to collect reimbursement from Borrower or Project Companies for any sums paid by Member to Security Agent or any Secured Party.

Certain Consents and Waivers. (a) Member Borrower hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether as a result of any such sale or otherwise, of MemberBorrower’s right to recover any amount from Borrowerany Project Company, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent to pursue Borrower any Project Company or any other Person, or to proceed against or exhaust any security held by Security Agent, or to pursue any other remedy before proceeding against MemberBorrower; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties may have against Borrowerany Project Company, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in full; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; (v) all rights to assert the bankruptcy or insolvency of Borrower or any Project Companies Company as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce MemberBorrower’s Obligations hereunder if Borrowerany Project Company’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Borrower, any Project Company or any Person, the repudiation of the Financing Documents by Borrower Borrower, any Project Company or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against BorrowerBorrower or any Project Company, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Member Borrower further agrees that upon an Event of Default with respect to Borrower or any Project CompaniesCompany, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Member Borrower of the right to collect reimbursement from Borrower or any Project Companies Company for any sums paid by Member Borrower to Security Agent or any Secured Party.

Certain Consents and Waivers. (a) Member Each Pledgor hereby consents to each of the other Pledgors entering into this Agreement in favor of Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any. Each Pledgor specifically agrees that such action may, among other things, assign or delegate to Collateral Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control the Borrower, and to act as such other Pledgor's attorney-in-fact in a manner similar to the assignment and delegation of such rights provided herein. Each Pledgor (to the extent permitted by applicable law) agrees that it will recognize and accept such assignment and delegation and the exercise of such rights by Collateral Agent in connection with this Agreement and agrees that any option or rights of any Pledgor to acquire any of the Collateral from any other Pledgor pursuant to the Partnership Agreement shall be subordinate to any right of the Trustee in the Collateral created hereunder. (b) Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from Borrower, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against Borrower, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Pledgors' Obligations hereunder if Borrower’s 's Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, each Pledgor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between any Pledgor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Each Pledgor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Borrower, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Pledgor of the right to collect reimbursement from Borrower or Project Companies for any sums paid by Member such Pledgor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (c) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by any Borrower, any Pledgor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Grantor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Grantor's right to recover any amount from BorrowerBLM, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower BLM or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberGrantor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerBLM, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies BLM as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Grantors' Obligations hereunder if Borrower’s BLM's Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower BLM or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower BLM or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerBLM, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Grantor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, Grantor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Grantor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Grantor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or BLM, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Grantor of the right to collect reimbursement from Borrower or Project Companies BLM for any sums paid by Member Grantor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (b) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by any BLM, Grantor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Subject to the rights specifically reserved to Member under this Pledge Agreement, Member hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), Applicable Law: (i) all rights and remedies afforded to guarantorsunder any Applicable Law limiting remedies, sureties and other Persons under applicable lawincluding, including limitations on the recovery of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws respect of the State of New York, Collateral and all defenses based on any loss, whether as a result of any such sale or otherwise, loss of Member’s right to recover any amount from Borrowerany Borrower Subsidiary, whether by right of subrogation or otherwise; (ii) all rights under any law Applicable Law to require Security Collateral Agent to pursue any Borrower Subsidiary, or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against Member; (iii) all rights under any Applicable Law of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights under any Applicable Law to enforce any remedy that Security Collateral Agent or the other Secured Parties may have against Borrower, any Borrower Subsidiary and all rights under any Applicable Law to participate in any security held by Security Collateral Agent until the Secured Obligations have been indefeasibly satisfied in fullfull in cash; (iv) all rights under any Applicable Law to require Security Collateral Agent to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Loan Documents; (v) all rights under any Applicable Law to assert the bankruptcy or insolvency of any Borrower or Project Companies Subsidiary as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law Applicable Law purporting to reduce Member’s Obligations obligations hereunder if Borrowerany Borrower Subsidiary’s Obligations under any Financing Document obligations are reducedreduced other than as a result of payment of the Secured Obligations; (vii) all defenses based on the disability or lack of authority of any Borrower Subsidiary or any Person, the repudiation of the Financing Loan Documents by any Borrower Subsidiary, or any Person, or the failure by Security Collateral Agent or the other Secured Parties to enforce any claim against Borrowerany Borrower Subsidiary, or the unenforceability in whole or in part of any Financing Loan Documents; and (viii) all defenses based on any change in the time, manner or place of payment of, or in any other term of the Secured Obligations, any release, amendment or waiver of, or consent under, or departure from, or settlement or adjustment of, any Secured Obligations; (ix) any exchange, release or non-perfection of any Lien on any Collateral or collateral under the Loan Agreement or the Security Documents; (x) all suretyship and guarantor’s defenses generally; (xi) any claims, damages and demands occasioned by Collateral Agent’s taking of possession of any Collateral except any damages which are the direct result of Collateral Agent’s gross negligence or willful misconduct; (xii) any equities or rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any Applicable Law that prevents or delays the enforcement of this Pledge Agreement or any portion hereof, and each of Member and each Borrower Subsidiary, for itself and for any and all Persons who may claim on its behalf, hereby waives the benefit of all such Applicable Laws; (xiii) any combination of the foregoing; or (xiv) any other fact or circumstance whether or not similar to the foregoing. Member further agrees that upon the occurrence and during the continuation of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Secured Obligations or any part thereof, or to exercise any other remedy against any Borrower or Subsidiary, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member of the right to collect reimbursement from any Borrower or Project Companies Subsidiary for any sums paid by Member to Security Collateral Agent or any other Secured Party. Except as otherwise provided by Applicable Law, any sale of, or any other realization upon, any Collateral by Collateral Agent or any other Secured Party in accordance with the terms hereof and the other Loan Documents, shall operate to divest all rights, title, interest, claim and demand, either at law or in equity, of Member or each Borrower Subsidiary, as the case may be, therein and thereto, and shall be a perpetual bar both at law and in equity against Member or each Borrower Subsidiary, as the case may be, and against any and all Persons claiming or attempting to claim the Collateral so sold or realized upon, or any portion thereof, from, through and under Member or each Borrower Subsidiary, as the case may be. (b) Member hereby waives any restriction or obligation imposed on Collateral Agent under Section 9-207(c)(1) of the UCC. (c) Upon the occurrence and during the continuation of an Event of Default, and subject to the rights specifically reserved to Member under this Pledge Agreement, Member, to the maximum extent permitted by Applicable Law, hereby agrees that it will not invoke, claim or assert the benefit of any rule of Applicable Law or statute now or hereafter in effect or take or omit to take any other action, that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such laws and further agrees that it will not hinder, delay or impede the execution of any power or remedy granted hereunder to Collateral Agent, but that it will permit the execution of every such power or remedy as though no such laws were in effect.

Certain Consents and Waivers. (a) Member The Agent or any Lender may, at any time and from time to time, without the consent of or notice to the Borrowers, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to the Borrowers, and without impairing or releasing the obligations of the Borrowers in whole or in part, (i) exercise or refrain from exercising any rights against any Borrower, (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged to secure or in any manner securing the Obligations, (iii) take and hold any additional security for any or all of the Obligations, (iv) apply any sums by whomsoever paid or howsoever realized to any Obligations of the Borrowers to the Lenders regardless of what Obligations remain unpaid. (b) No invalidity, irregularity or unenforceability of the Obligations of a Borrower under this Agreement or any other Loan Document shall affect, impair or be a defense to the other Borrowers' Obligations. Each Borrower hereby waives, to the maximum extent permitted by lawunder Applicable Law, any and only while this Agreement is in effect (subject all benefits and defenses under any statute, regulation, judicial decision or other law which purports to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on exonerate or reduce the recovery liability of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether co- borrower as a result of any disability or absence of liability of the other co-borrower or any defense to liability or enforcement which the other co- borrower may have and agrees that, by so doing, such sale Borrower's obligations hereunder shall continue even if the other Borrowers had no liability at the time of execution of this Agreement or thereafter ceased or cease to be liable. Each Borrower also waives, to the extent permitted under Applicable Law, any and all benefits and defenses under any statute, regulation, judicial decision or other law which purports to limit the liability of a co-borrower to that of the other co-borrower or to reduce the liability of a co-borrower in proportion to any reduction in the liability of the other co-borrower and agrees that, by so doing, such Borrower's obligations hereunder may be more burdensome than that of the other Borrowers. (c) Each Borrower, to the extent permitted under Applicable Law, hereby waives any right, whether arising under any statute, regulation, judicial decision or otherwise, to require the Agent or any Lender to (i) proceed against the other Borrowers, (ii) proceed against or exhaust any security received from the other Borrowers, or (iii) pursue any other right or remedy in the Agent's or any Lender's power whatsoever. (d) Each Borrower further waives, to the extent permitted under Applicable Law: (i) any defense resulting from the absence, impairment or loss of Member’s any right to recover of reimbursement, subrogation, contribution or other right or remedy of such Borrower against the other Borrowers or any amount from Borrowersecurity, whether resulting from an election by right of subrogation the Agent or any Lender to foreclose upon security by judicial or nonjudicial sale or otherwise; (ii) all rights under any law to require Security Agent to pursue setoff or counterclaim of such Borrower or any other Person, defense of any kind (including defenses resulting from any disability) or to proceed against the cessation or exhaust stay of enforcement from any security held by Security Agent, cause whatsoever of the liability of such Borrower (including without limitation the lack of validity or to pursue enforceability of this Agreement or any other remedy before proceeding against MemberLoan Document); (iii) all rights any right to exoneration, in whole or in part, of reimbursement or subrogationco-borrowers which would otherwise be applicable; (iv) any benefits and defenses under Applicable Law, including the rights and protections under the laws without limitation any right of the State subrogation or reimbursement, any right of New Yorkcontribution, all rights any right to enforce any remedy that Security Agent which any Lender now has or the Secured Parties may hereafter have against Borrowerthe other Borrowers, and all rights any benefit of, and any right to participate in in, any security now or hereafter held or received by Security Agent until the Obligations have been satisfied in fullany Lender; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; and (v) all rights valuation, appraisal, extension or redemption laws now or hereafter in effect. Without limiting the generality of the preceding clause (iv), each Borrower hereby waives any right to assert be reimbursed by the bankruptcy other Borrowers for any payment of such obligations made directly or insolvency of indirectly by such Borrower or Project Companies as a defense from any property of such Borrower, whether arising by way of any statutory, contractual or other right of subrogation, contribution, indemnification or otherwise. (e) Each Borrower acknowledges that it has the ability, and hereby assumes the obligation and responsibility, to keep informed of the financial condition of the other Borrowers and of other matters or circumstances affecting the ability of the other Borrowers to pay or perform their obligations hereunder or as the basis for rescission hereof; (vi) all rights risk of nonpayment and nonperformance. Each Borrower hereby waives, to extent permitted under Applicable Law, any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based obligation on the disability or lack part of authority the Lenders to inform such Borrower of Borrower the financial condition, or any Personchanges in financial condition, the repudiation of the Financing Documents by Borrower other Borrowers or of any other matter or circumstance which might affect the ability of the other Borrowers to pay and perform under this Agreement or any Personother Loan Document, or the failure by Security Agent risk of nonpayment or the Secured Parties to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Member further agrees that upon an Event of Default with respect to Borrower or Project Companies, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Member of the right to collect reimbursement from Borrower or Project Companies for any sums paid by Member to Security Agent or any Secured Partynonperformance.

Certain Consents and Waivers. (a) Member Grantor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Grantor's right to recover any amount from BorrowerNavy II, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower Navy II or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberGrantor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerNavy II, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies Navy II as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Grantors' Obligations hereunder if Borrower’s Navy II's Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Navy II or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower Navy II or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerNavy II, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Grantor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, Grantor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Grantor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Grantor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Navy II, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Grantor of the right to collect reimbursement from Borrower or Project Companies Navy II for any sums paid by Member Grantor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (b) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by any Navy II, Grantor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Grantor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Grantor's right to recover any amount from BorrowerNavy I, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower Navy I or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberGrantor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerNavy I, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies Navy I as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Grantors' Obligations hereunder if Borrower’s Navy I's Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Navy I or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower Navy I or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerNavy I, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Grantor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, Grantor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Grantor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Grantor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Navy I, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Grantor of the right to collect reimbursement from Borrower or Project Companies Navy I for any sums paid by Member Grantor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (b) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by any Navy I, Grantor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member 10.1 Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), applicable law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s such Pledgor's right to recover any amount from BorrowerPremier or any other Person, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent the Trustee to pursue Borrower Premier or any other Person, or to proceed against or exhaust any security held by Security Agentwhich the Trustee may hold, or to pursue any other remedy before proceeding against Membersuch Pledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent the Trustee or the Secured Parties any Noteholder may have against BorrowerPremier or any other Person, and all rights to participate in any security held by Security Agent the Trustee until the Obligations have been satisfied paid and the covenants of the Financing Documents have been performed in full; (iv) all rights to require Security Agent the Trustee to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Indenture or any other Financing DocumentsDocument; (v) all rights to assert the bankruptcy or insolvency of Borrower Premier or Project Companies any other Person as a defense hereunder or as the basis for rescission hereof; (vi) subject to Section 17 hereof, all rights under any applicable law purporting to reduce Member’s Obligations such Pledgor's obligations hereunder if Borrower’s the Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Premier or any other Person, the repudiation of the Financing Documents by Borrower Premier or any other Person, or the failure by Security Agent the Trustee or the Secured Parties any Noteholder to enforce any claim against BorrowerPremier or any other Person, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by such Pledgor of its obligations under, or the enforcement by the Trustee of, this Agreement; and (x) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Trustee upon the occurrence and during the continuation of EXECUTION VERSION an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, such Pledgor waives the posting of any bond otherwise required of the Trustee in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Trustee, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between such Pledgor, the Trustee and the Noteholders. Each Pledgor further agrees that upon the occurrence and during the continuation of an Event of Default with respect to Borrower or Project Companiesunder the Indenture, Security Agent the Trustee may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower Premier or any other Person, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member such Pledgor of the right to collect reimbursement from Borrower Premier or Project Companies any other Person for any sums paid by Member such Pledgor to Security Agent the Trustee or any Bank. 10.2 Subject to Pledge Provisions, if the Trustee shall, under applicable law, proceed to realize the benefits of the Secured PartyParties under any of the Financing Documents giving the Trustee a Lien upon any Collateral, whether owned by Premier or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, the Trustee may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of the Trustee under this Agreement. If, in the exercise of any of such rights and remedies, the Trustee shall forfeit any of its rights or remedies, including any right to enter a deficiency judgment against Premier or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, each Pledgor hereby consents to such action by the Trustee and, to the extent permitted by applicable law, waives any claim based upon such action, even if such action by the Trustee shall result in a full or partial loss of any rights of subrogation, indemnification or reimbursement which such Pledgor might otherwise have had but for such action by the Trustee or the terms herein. Any election of remedies which results in the denial or impairment of the right of the Trustee to seek a deficiency judgment against any of the parties to any of the Financing Documents or Collateral Documents shall not, to the extent permitted by applicable law, impair any Pledgor's pledge or obligations hereunder. In the event the Trustee shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, the Trustee may bid all or less than the amount of the Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether the Trustee or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member The Lender may, at any time and from time to time, without the consent of or notice to the Borrowers, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to the Borrowers, and without impairing or releasing the obligations of the Borrowers in whole or in part, (i) exercise or refrain from exercising any rights against any Borrower, (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged to secure or in any manner securing the Obligations, (iii) take and hold any additional security for any or all of the Obligations, (iv) apply any sums by whomsoever paid or howsoever realized to any Obligations of the Borrowers to the Lender regardless of what Obligations remain unpaid. (b) No invalidity, irregularity or unenforceability of the Obligations of a Borrower under this Agreement or any other Loan Document shall affect, impair or be a defense to the other Borrowers' Obligations. Each Borrower hereby waives, to the maximum extent permitted by lawunder Applicable Law, any and only while this Agreement is in effect (subject all benefits and defenses under any statute, regulation, judicial decision or other law which purports to Section 25 below), (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable law, including limitations on exonerate or reduce the recovery liability of a deficiency under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New York, and all defenses based on any loss, whether co- borrower as a result of any disability or absence of liability of the other co-borrower or any defense to liability or enforcement which the other co- borrower may have and agrees that, by so doing, such sale Borrower's obligations hereunder shall continue even if the other Borrowers had no liability at the time of execution of this Agreement or thereafter ceased or cease to be liable. Each Borrower also waives, to the extent permitted under Applicable Law, any and all benefits and defenses under any statute, regulation, judicial decision or other law which purports to limit the liability of a co-borrower to that of the other co-borrower or to reduce the liability of a co-borrower in proportion to any reduction in the liability of the other co-borrower and agrees that, by so doing, such Borrower's obligations hereunder may be more burdensome than that of the other Borrowers. (c) Each Borrower, to the extent permitted under Applicable Law, hereby waives any right, whether arising under any statute, regulation, judicial decision or otherwise, to require the Lender to (i) proceed against the other Borrowers, (ii) proceed against or exhaust any security received from the other Borrowers, or (iii) pursue any other right or remedy in the Lender's power whatsoever. (d) Each Borrower further waives, to the extent permitted under Applicable Law: (i) any defense resulting from the absence, impairment or loss of Member’s any right to recover of reimbursement, subrogation, contribution or other right or remedy of such Borrower against the other Borrowers or any amount from Borrowersecurity, whether resulting from an election by right of subrogation the Lender to foreclose upon security by judicial or nonjudicial sale or otherwise; (ii) all rights under any law to require Security Agent to pursue setoff or counterclaim of such Borrower or any other Person, defense of any kind (including defenses resulting from any disability) or to proceed against the cessation or exhaust stay of enforcement from any security held by Security Agent, cause whatsoever of the liability of such Borrower (including without limitation the lack of validity or to pursue enforceability of this Agreement or any other remedy before proceeding against MemberLoan Document); (iii) all rights any right to exoneration, in whole or in part, of reimbursement or subrogationco-borrowers which would otherwise be applicable; (iv) any benefits and defenses under Applicable Law, including the rights and protections under the laws without limitation any right of the State subrogation or reimbursement, any right of New Yorkcontribution, all rights any right to enforce any remedy that Security Agent which the Lender now has or the Secured Parties may hereafter have against Borrowerthe other Borrowers, and all rights any benefit of, and any right to participate in in, any security now or hereafter held or received by Security Agent until the Obligations have been satisfied in fullLender; (iv) all rights to require Security Agent to give any notices of any kind, including notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided in the Financing Documents; and (v) all rights valuation, appraisal, extension or redemption laws now or hereafter in effect. Without limiting the generality of the preceding clause (iv), each Borrower hereby waives any right to assert be reimbursed by the bankruptcy other Borrowers for any payment of such obligations made directly or insolvency of indirectly by such Borrower or Project Companies as a defense from any property of such Borrower, whether arising by way of any statutory, contractual or other right of subrogation, contribution, indemnification or otherwise. (e) Each Borrower acknowledges that it has the ability, and hereby assumes the obligation and responsibility, to keep informed of the financial condition of the other Borrowers and of other matters or circumstances affecting the ability of the other Borrowers to pay or perform their obligations hereunder or as the basis for rescission hereof; (vi) all rights risk of nonpayment and nonperformance. Each Borrower hereby waives, to extent permitted under Applicable Law, any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based obligation on the disability or lack part of authority the Lender to inform such Borrower of Borrower the financial condition, or any Personchanges in financial condition, the repudiation of the Financing Documents by Borrower other Borrowers or of any other matter or circumstance which might affect the ability of the other Borrowers to pay and perform under this Agreement or any Personother Loan Document, or the failure by Security Agent risk of nonpayment or the Secured Parties to enforce any claim against Borrower, or the unenforceability in whole or in part of any Financing Documents; and (viii) all suretyship and guarantor’s defenses generally. Member further agrees that upon an Event of Default with respect to Borrower or Project Companies, Security Agent may elect to exercise any remedy against Borrower or any security or any guarantor under the Financing Documents and this Agreement, even if the effect of that action is to deprive Member of the right to collect reimbursement from Borrower or Project Companies for any sums paid by Member to Security Agent or any Secured Partynonperformance.

Certain Consents and Waivers. (a) Member 10.1 [INSERT IF OTHER OWNERS OF PLEDGED PORTFOLIO ENTITY: PLEDGOR HEREBY CONSENTS TO THE EXECUTION, BY THE OTHER PARTNER OR PARTNERS IN THE PLEDGED PORTFOLIO ENTITY, OF AN AGREEMENT SIMILAR TO THIS AGREEMENT IN FAVOR OF 10.2 Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from Borrowerany Portfolio Entity or any other Person, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Administrative Agent to pursue Borrower any Portfolio Entity or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Administrative Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Administrative Agent or the Secured Parties Banks may have against Borrowerany Portfolio Entity or any other Person, and all rights to participate in any security held by Security Administrative Agent until the Obligations have been satisfied paid and the covenants of the Credit Documents have been performed in full; (iv) all rights to require Security Administrative Agent to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Financing DocumentsCredit Agreement; (v) all rights to assert the bankruptcy or insolvency of Borrower any Portfolio Entity or Project Companies any other Person as a defense hereunder or as the basis for rescission hereof; (vi) subject to Section 16 hereof, all rights under any law purporting to reduce Member’s Obligations Pledgor's obligations hereunder if Borrower’s the Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower any Portfolio Entity or any other Person, the repudiation of the Financing Credit Documents by Borrower any Portfolio Entity or any other Person, or the failure by Security Administrative Agent or the Secured Parties Banks to enforce any claim against Borrowerany Portfolio Entity or any other Person, or the unenforceability in whole or in part of any Financing Credit Documents; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Administrative Agent of, this Agreement; (x) any requirement on the part of Administrative Agent or the holder of any of the Notes to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Administrative Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by law, Pledgor waives the posting of any bond otherwise required of Administrative Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Administrative Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document 11 518 between Pledgor, Administrative Agent and Banks. Pledgor further agrees that upon the occurrence and during the continuation of an Event of Default with respect to Borrower or Project Companiesunder the Credit Agreement, Security Administrative Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower any Portfolio Entity or any other Person, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member Pledgor of the right to collect reimbursement from Borrower any Portfolio Entity or Project Companies any other Person for any sums paid by Member Pledgor to Security Administrative Agent or any Secured PartyBank. 10.3 If Administrative Agent may, under applicable law, proceed to realize its benefits under any of the Credit Documents giving Administrative Agent a Lien upon any Collateral, whether owned by any Portfolio Entity or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Administrative Agent under this Agreement. If, in the exercise of any of such rights and remedies, Administrative Agent shall forfeit any of its rights or remedies, including any right to enter a deficiency judgment against any Portfolio Entity or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Pledgor hereby consents to such action by Administrative Agent and, to the extent permitted by applicable law, waives any claim based upon such action, even if such action by Administrative Agent shall result in a full or partial loss of any rights of subrogation, indemnification or reimbursement which Pledgor might otherwise have had but for such action by Administrative Agent or the terms herein. Any election of remedies which results in the denial or impairment of the right of Administrative Agent to seek a deficiency judgment against any of the parties to any of the Credit Documents or Security Documents shall not, to the extent permitted by applicable law, impair Pledgor's obligation hereunder. In the event Administrative Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Credit Documents, Administrative Agent may bid all or less than the amount of the Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Administrative Agent or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Each Pledgor hereby consents to the other Pledgor entering into this Agreement in favor of Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any. Each Pledgor specifically agrees that such action may, among other things, assign or delegate to Collateral Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control CTLP, and to act as such other Pledgor's attorney-in-fact in a manner similar to the assignment and delegation of such rights provided herein. Each Pledgor (to the extent permitted by applicable law) agrees that it will recognize and accept such assignment and delegation and the exercise of such rights by Collateral Agent in connection with this Agreement and agrees that any option or rights of any Pledgor to acquire any of the Collateral from any other Pledgor pursuant to the Partnership Agreement shall be subordinate to any right of the Trustee in the Collateral created hereunder. (b) Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from BorrowerCTLP, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower CTLP or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerCTLP, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies CTLP as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Pledgors' Obligations hereunder if Borrower’s Pledgors' Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Pledgor or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower Pledgor or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerPledgor, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, each Pledgor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between any Pledgor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Each Pledgor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Pledgor, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Pledgor of the right to collect reimbursement from Borrower or Project Companies CTLP for any sums paid by Member such Pledgor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (c) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by Pledgor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Each Pledgor hereby consents to the other Pledgor entering into this Agreement in favor of Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any. Each Pledgor specifically agrees that such action may, among other things, assign or delegate to Collateral Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control CLJV, and to act as such other Pledgor's attorney-in-fact in a manner similar to the assignment and delegation of such rights provided herein. Each Pledgor (to the extent permitted by applicable law) agrees that it will recognize and accept such assignment and delegation and the exercise of such rights by Collateral Agent in connection with this Agreement and agrees that any option or rights of any Pledgor to acquire any of the Collateral from any other Pledgor pursuant to the Partnership Agreement shall be subordinate to any right of the Trustee in the Collateral created hereunder. (b) Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from BorrowerCLJV, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower CLJV or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerCLJV, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies CLJV as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Pledgors' Obligations hereunder if Borrower’s Pledgors' Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Pledgor or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower Pledgor or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerPledgor, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, each Pledgor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between any Pledgor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Each Pledgor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Pledgor, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Pledgor of the right to collect reimbursement from Borrower or Project Companies CLJV for any sums paid by Member such Pledgor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (c) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by Pledgor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Each Pledgor hereby consents to the other Pledgor entering into this Agreement in favor of Collateral Agent for the benefit of the Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any. Each Pledgor specifically agrees that such action may, among other things, assign or delegate to Collateral Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control CLC, and to act as such other Pledgor's attorney-in-fact in a manner similar to the assignment and delegation of such rights provided herein. Each Pledgor (to the extent permitted by applicable law) agrees that it will recognize and accept such assignment and delegation and the exercise of such rights by Collateral Agent in connection with this Agreement and agrees that any option or rights of any Pledgor to acquire any of the Collateral from any other Pledgor pursuant to the Partnership Agreement shall be subordinate to any right of the Trustee in the Collateral created hereunder. (b) Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from BorrowerCLC, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Collateral Agent to pursue Borrower CLC or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Collateral Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties Permitted Additional Senior Lenders, if any, may have against BorrowerCLC, and all rights to participate in any security held by Security Collateral Agent until the Obligations have been satisfied paid and the covenants of the Indenture have been performed in full; (iv) all rights to require Security Collateral Agent to give any notices of any kind, including without limitation notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein and in the Financing DocumentsIndenture; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies CLC as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Pledgors' Obligations hereunder if Borrower’s Pledgors' Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower Pledgor or any Person, the repudiation of the Guarantees or any related Financing Documents by Borrower Pledgor or any Person, or the failure by Security Agent Collateral Agent, the Trustee, the Holders of the Senior Secured Notes or the Secured Parties any Permitted Additional Senior Lender, if any, to enforce any claim against BorrowerPledgor, or the unenforceability in whole or in part of any Financing DocumentsDocument; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor or its obligations under, or the enforcement by Collateral Agent of, this Agreement; (x) any requirement on the part of Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any, to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Collateral Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by applicable law, each Pledgor waives the posting of any bond otherwise required of Collateral Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Collateral Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between any Pledgor, Collateral Agent, Trustee, the Holders of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. Each Pledgor further agrees that upon the occurrence and continuance of an Event of Default with respect to Borrower or Project CompaniesDefault, Security Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or Pledgor, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member a Pledgor of the right to collect reimbursement from Borrower or Project Companies CLC for any sums paid by Member such Pledgor to Security Collateral Agent, Trustee or any Holder of the Senior Secured Notes or any Permitted Additional Senior Lender, if any. (c) If Collateral Agent may, under applicable law, proceed to realize its benefits under any of the Financing Documents giving Collateral Agent a Lien upon any Collateral, whether owned by Pledgor or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Collateral Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Collateral Agent under this Agreement. In the event Collateral Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Financing Documents, Collateral Agent may bid all or less than the amount of Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Collateral Agent or any Secured Partyother party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member 12.1 Each Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), Applicable Law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s each Pledgor's right to recover any amount from Borrowerany Subsidiary or the Facility Lessee, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Agent the Secured Party to pursue Borrower the Facility Lessee or any other Person, or to proceed against or exhaust any security held by Security Agentwhich the Secured Party may hold, or to pursue any other remedy before proceeding against Memberthe Pledgors hereunder; (iii) until and only until the Obligations have been paid and the covenants of the Operative Documents have been performed in full, all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Agent or the Secured Parties Party may have against Borrowerthe Facility Lessee, and all rights to participate in any security held by Security Agent until the Obligations have been satisfied in fullSecured Party; (iv) all rights to require Security Agent the Secured Party to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided set forth herein or in the Financing DocumentsSubsidiary Guaranty; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Member’s Obligations hereunder if Borrower’s Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower the Facility Lessee or any Person, the repudiation of the Financing Operative Documents by Borrower the Facility Lessee or any Person, or the failure by Security Agent or the Secured Parties Party to enforce any claim against Borrowerthe Facility Lessee, or the unenforceability in whole or in part of any Financing Operative Documents; and (viiivii) all suretyship and guarantor’s 's defenses generally; (viii) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by each Pledgor of its obligations under, or the enforcement by the Secured Party of, this Agreement; (ix) any requirement on the part of the Secured Party or any other Person to mitigate the damages resulting from any default; and (x) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Secured Party upon the occurrence and during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by law, each Pledgor waives the posting of any bond otherwise required of the Secured Party in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of the Secured Party, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between each Pledgor, and the Secured Party. Each Pledgor further agrees that upon an the occurrence and during the continuation of a Lease Event of Default with respect to Borrower or Project CompaniesDefault, Security Agent the Secured Party may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower or the Facility Lessee, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member any Pledgor of the right to collect reimbursement from Borrower or Project Companies the Facility Lessee for any sums paid by Member such Pledgor to Security Agent or any the Secured Party. 12.2 If the Secured Party may, under Applicable Law, proceed to realize its benefits under any of the Operative Documents giving the Secured Party a Lien upon any Collateral, whether owned by the Facility Lessee, any shareholder, partner or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, the Secured Party may, at its sole option to the extent permitted by Applicable Law, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of the Secured Party under this Agreement. If, in the exercise of any of such rights and remedies, the Secured Party shall forfeit any of its rights or remedies, including any right to enter a deficiency judgment against the Facility Lessee or any other Person, whether because of any Applicable Laws pertaining to "election of remedies" or the like, each Pledgor hereby consents to such action by the Secured Party and, to the extent permitted by Applicable Law, waives any claim based upon such action, even if such action by the Secured Party shall result in a full or partial loss of any rights of subrogation, indemnification or reimbursement which such Pledgor might otherwise have had but for such action by the Secured Party or the terms herein. Any election of remedies which results in the denial or impairment of the right of the Secured Party to seek a deficiency judgment against any of the parties to any of the Operative Documents shall not, to the extent permitted by Applicable Law, impair each Pledgor's obligation hereunder. In the event the Secured Party shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Operative Documents, the Secured Party may bid all or less than the amount of the Obligations. To the extent permitted by Applicable Law, the amount of the successful bid at any such sale, whether the Secured Party or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.

Certain Consents and Waivers. (a) Member Assignor hereby consents to the execution, by the other Partners, of agreements similar to this Agreement in favor of the Agent for the benefit of the Secured Parties. Assignor specifically agrees that such other agreements may, among other things, assign or delegate to the Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control the GAS LP, and to act as such other Partner's attorney in fact in a manner similar to the assignment and delegation of such rights provided herein and that, to the extent permitted by applicable law, Assignor will recognize and accept such assignment and delegation and the exercise of such rights by the Agent in connection with any actions by or business of GAS LP. (b) Assignor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), : (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust or mortgage on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Assignor's right to recover any amount from BorrowerGAS LP or any other Credit Party or SIDA, whether by right of subrogation or otherwise; ; (ii) all rights under any law to require Security the Agent to pursue Borrower GAS LP or any other Person, or to proceed against or exhaust any security held by Security Agentwhich the Agent may hold, or to pursue any other remedy before proceeding against Member; Assignor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security the Agent or the Secured Parties may have against BorrowerGAS LP or any other Credit Party or SIDA, and all rights to participate in any security held by Security the Agent until the Obligations have been satisfied paid and the covenants of the Financing Documents have been performed in full; ; (iv) all rights to require Security the Agent to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein, in the Financing Agreement and the other Financing Documents; ; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies GAS LP as a defense hereunder or as the basis for rescission hereof; ; (vi) all rights under any law purporting to proportionally reduce Member’s Assignor's Obligations hereunder if Borrower’s GAS LP's or any other Credit Party's or SIDA's Obligations under any Financing Document are reduced; ; (vii) all defenses based on the disability or lack of authority of Borrower GAS LP or any Person, the repudiation of the Financing Documents by Borrower GAS LP or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against BorrowerGAS LP or any other Credit Party or SIDA, or the unenforceability in whole or in part of any Financing Documents; and and (viii) all suretyship and guarantor’s 's defenses generally. Member Assignor further agrees that upon the occurrence of an Event of Default with respect to Borrower or Project Companiesunder the Financing Agreement, Security the Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower GAS LP or any other Credit Party or SIDA, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member Assignor of the right to collect reimbursement from Borrower or Project Companies GAS LP for any sums paid by Member Assignor to Security the Agent or any Secured Party.

Certain Consents and Waivers. (a) Member Assignor hereby consents to the execution, by the other Partners, of agreements similar to this Agreement in favor of the Agent for the benefit of the Secured Parties. Assignor specifically agrees that such other agreements may, among other things, assign or delegate to the Agent rights to cure defaults under the Partnership Agreement, to exercise voting rights and other rights to manage or control the GAS LP, and to act as such other Partner's attorney in fact in a manner similar to the assignment and delegation of such rights provided herein and that, to the extent permitted by applicable law, Assignor will recognize and accept such assignment and delegation and the exercise of such rights by the Agent in connection with any actions by or business of GAS LP. (b) Assignor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), : (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a deed of trust or mortgage on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Assignor's right to recover any amount from BorrowerGAS LP or any other Credit Party or SIDA, whether by right of subrogation or otherwise; ; (ii) all rights under any law to require Security the Agent to pursue Borrower GAS LP or any other Person, or to proceed against or exhaust any security held by Security Agentwhich the Agent may hold, or to pursue any other remedy before proceeding against Member; Assignor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security the Agent or the Secured Parties may have against BorrowerGAS LP or any other Credit Party or SIDA, and all rights to participate in any security held by Security the Agent until the Obligations have been satisfied paid and the covenants of the Financing Documents have been performed in full; ; (iv) all rights to require Security the Agent to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as expressly provided herein, in the Financing Agreement and the other Financing Documents; ; (v) all rights to assert the bankruptcy or insolvency of Borrower or Project Companies GAS LP as a defense hereunder or as the basis for rescission hereof; ; (vi) all rights under any law purporting to proportionally reduce Member’s Assignor's Obligations hereunder if Borrower’s GAS LP's or any other Credit Party's or SIDA's Obligations under any Financing Document are reduced; ; (vii) all defenses based on the disability or lack of authority of Borrower GAS LP or any Person, the repudiation of the Financing Documents by Borrower GAS LP or any Person, or the failure by Security Agent or the Secured Parties to enforce any claim against BorrowerGAS LP or any other Credit Party or SIDA, or the unenforceability in whole or in part of any Financing Documents; and and (viii) all suretyship and guarantor’s 's defenses generally. Member Assignor further agrees that upon the occurrence of an Event of Default with respect to Borrower or Project Companiesunder the Financing Agreement, Security the Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower GAS LP or any other Credit Party or SIDA, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member Assignor of the right to collect reimbursement from Borrower GAS LP or Project Companies any other Credit Party or SIDA for any sums paid by Member Assignor to Security the Agent or any Secured Party.

Certain Consents and Waivers. (a) Member 10.1 [INSERT IF OTHER OWNERS OF PLEDGED PORTFOLIO ENTITY: PLEDGOR HEREBY CONSENTS TO THE EXECUTION, BY THE OTHER PARTNER OR PARTNERS IN THE PLEDGED PORTFOLIO ENTITY, OF AN AGREEMENT SIMILAR TO THIS AGREEMENT IN FAVOR OF ADMINISTRATIVE AGENT FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND THE BANKS. PLEDGOR SPECIFICALLY AGREES THAT SUCH OTHER AGREEMENT MAY, AMONG OTHER THINGS, ASSIGN OR DELEGATE TO ADMINISTRATIVE AGENT RIGHTS TO CURE DEFAULTS UNDER THE CONSTITUENT AGREEMENT, TO EXERCISE VOTING RIGHTS AND OTHER RIGHTS TO MANAGE OR CONTROL THE PLEDGED PORTFOLIO ENTITY, AND TO ACT AS SUCH OTHER PARTNER'S ATTORNEY IN FACT IN A MANNER SIMILAR TO THE ASSIGNMENT AND DELEGATION OF SUCH RIGHTS PROVIDED HEREIN AND THAT PLEDGOR WILL RECOGNIZE AND ACCEPT SUCH ASSIGNMENT AND DELEGATION AND THE EXERCISE OF SUCH RIGHTS BY ADMINISTRATIVE AGENT IN CONNECTION WITH ANY ACTIONS BY OR BUSINESS OF THE PLEDGED PORTFOLIO ENTITY.] 10.2 Pledgor hereby waives, to the maximum extent permitted by law, and only while this Agreement is in effect (subject to Section 25 below), law (i) all rights and remedies afforded to guarantors, sureties and other Persons under applicable lawany law limiting remedies, including limitations on the recovery of a deficiency deficiency, under an obligation secured by a mortgage or deed of trust on real property if the real property is sold under a power of sale contained in the deed of trust, including specifically, the rights and remedies available under the laws of the State of New Yorkmortgage, and all defenses based on any loss, loss whether as a result of any such sale or otherwise, of Member’s Pledgor's right to recover any amount from Borrowerany Portfolio Entity or any other Person, whether by right of subrogation or otherwise; (ii) all rights under any law to require Security Administrative Agent to pursue Borrower any Portfolio Entity or any other Person, or to proceed against or exhaust any security held by Security Agentwhich Administrative Agent may hold, or to pursue any other remedy before proceeding against MemberPledgor; (iii) all rights of reimbursement or subrogation, including the rights and protections under the laws of the State of New York, all rights to enforce any remedy that Security Administrative Agent or the Secured Parties Banks may have against Borrowerany Portfolio Entity or any other Person, and all rights to participate in any security held by Security Administrative Agent until the Obligations have been satisfied paid and the covenants of the Credit Documents have been performed in full; (iv) all rights to require Security Administrative Agent to give any notices of any kind, including including, without limitation, notices of nonpayment, nonperformance, notice of intent to accelerate, notice of acceleration, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Financing DocumentsCredit Agreement; (v) all rights to assert the bankruptcy or insolvency of Borrower any Portfolio Entity or Project Companies any other Person as a defense hereunder or as the basis for rescission hereof; (vi) subject to Section 16 hereof, all rights under any law purporting to reduce Member’s Obligations Pledgor's obligations hereunder if Borrower’s the Obligations under any Financing Document are reduced; (vii) all defenses based on the disability or lack of authority of Borrower any Portfolio Entity or any other Person, the repudiation of the Financing Credit Documents by Borrower any Portfolio Entity or any other Person, or the failure by Security Administrative Agent or the Secured Parties Banks to enforce any claim against Borrowerany Portfolio Entity or any other Person, or the unenforceability in whole or in part of any Financing Credit Documents; and (viii) all suretyship and guarantor’s 's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Pledgor of its obligations under, or the enforcement by Administrative Agent of, this Agreement; (x) any requirement on the part of Administrative Agent or the holder of any of the Notes to mitigate the damages resulting from any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by Administrative Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. Member To the extent permitted by law, Pledgor waives the posting of any bond otherwise required of Administrative Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Obligations, to enforce any judgment or other court order entered in favor of Administrative Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other agreement or document between Pledgor, Administrative Agent and Banks. Pledgor further agrees that upon the occurrence and during the continuation of an Event of Default with respect to Borrower or Project Companiesunder the Credit Agreement, Security Administrative Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to exercise any other remedy against Borrower any Portfolio Entity or any other Person, any security or any guarantor under the Financing Documents and this Agreementguarantor, even if the effect of that action is to deprive Member Pledgor of the right to collect reimbursement from Borrower any Portfolio Entity or Project Companies any other Person for any sums paid by Member Pledgor to Security Administrative Agent or any Secured PartyBank. 10.3 If Administrative Agent may, under applicable law, proceed to realize its benefits under any of the Credit Documents giving Administrative Agent a Lien upon any Collateral, whether owned by any Portfolio Entity or by any other Person, either by judicial foreclosure or by nonjudicial sale or enforcement, Administrative Agent may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of the rights and remedies of Administrative Agent under this Agreement. If, in the exercise of any of such rights and remedies, Administrative Agent shall forfeit any of its rights or remedies, including any right to enter a deficiency judgment against any Portfolio Entity or any other Person, whether because of any applicable laws pertaining to "election of remedies" or the like, Pledgor hereby consents to such action by Administrative Agent and, to the extent permitted by applicable law, waives any claim based upon such action, even if such action by Administrative Agent shall result in a full or partial loss of any rights of subrogation, indemnification or reimbursement which Pledgor might otherwise have had but for such action by Administrative Agent or the terms herein. Any election of remedies which results in the denial or impairment of the right of Administrative Agent to seek a deficiency judgment against any of the parties to any of the Credit Documents or Security Documents shall not, to the extent permitted by applicable law, impair Pledgor's obligation hereunder. In the event Administrative Agent shall bid at any foreclosure or trustee's sale or at any private sale permitted by law or the Credit Documents, Administrative Agent may bid all or less than the amount of the Obligations. To the extent permitted by applicable law, the amount of the successful bid at any such sale, whether Administrative Agent or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations.