Common use of Grantors Remain Liable Clause in Contracts

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (A) each Grantor shall remain liable under all Contracts to which it is a party included within the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remedies.

Grantors Remain Liable. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, but subject to the transfer of Pledged Equity Interests to the Collateral Agent or its nominee upon foreclosure after an Event of Default: (Aa) each Grantor shall remain liable under all Contracts any partnership agreement or limited liability company agreement relating to which it is a party any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included within in the Collateral (including all Investment Agreements) Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, ; (Bb) the exercise by CoBank the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (c) neither the Collateral Agent nor any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank Lender nor Lender Counterparty shall not have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement under any of such ContractsAgreement, nor shall CoBank the Collateral Agent, any Lender or any Lender Counterparty be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in Neither the Collateral Agent, any way be deemed to obligate CoBank or Lender, any Lender Counterparty nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any of a Grantor’s obligations, duties obligation or liabilities liability under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other issuer (collectivelycontracts and agreements included in the Collateral unless the Collateral Agent, the “Partner Obligations”)any Lender, unless CoBank any Lender Counterparty or any such purchaser otherwise expressly agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediessaid obligations.

Grantors Remain Liable. (a) Each Grantor (rather than the Notes Collateral Agent or any Secured Notes Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Notes Collateral Agent nor any other Secured Notes Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Notes Collateral Agent or any other Secured Notes Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Notes Collateral Agent or any other Secured Notes Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Notes Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Notes Collateral Agent or any Secured Notes Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Notes Collateral Agent nor any other Secured Notes Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Notes Collateral Agent or any other Secured Notes Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Notes Collateral Agent or any other Secured Notes Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (A) each Grantor shall remain liable under all Contracts to which it is a party included within the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank the Administrative Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelowherein below, CoBank neither the Administrative Agent nor any other Secured Party shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank the Administrative Agent or any other Secured Party or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank the Administrative Agent, such other Secured Party or the purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank the Administrative Agent hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank neither the Administrative Agent nor any other Secured Party shall not be deemed to have assumed any Partner Obligations. In the event CoBank the Administrative Agent, any other Secured Party or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank the Administrative Agent, such other Secured Party or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank the Administrative Agent and the other Secured Parties hereunder are solely to protect its the interest and privilege of the Administrative Agent and such other Secured Parties in such Contracts, as Collateral, and shall not impose any duty upon it any of them to exercise any such powers, rights or remedies.

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (Aa) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party and (b) each Grantor shall remain liable under each of the contracts and agreements included in the Collateral, including the Assigned Agreements and under each of the Accounts, Chattel Paper and Payment Intangibles included in the Collateral, to observe and perform all Contracts the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any such contract or agreement or any agreement giving rise to each such Account, Chattel Paper or Payment Intangible, and neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any such contracts and agreements or any such Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any such other Secured Party of any payment relating to such contracts and agreements or such Account, Chattel Paper or Payment Intangible, pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contracts and agreements or Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any such contracts and agreements or Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it is a party included within may be entitled at any time or times. The exercise by the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under any of such Contracts, the contracts and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank be obligated to perform any of agreements included in the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment AgreementCollateral, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediesAssigned Agreements.

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (Ai) each Grantor shall remain liable for all obligations under and in respect of the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party and (ii) each Grantor shall remain liable under each of the contracts and agreements included in the Collateral, including the Assigned Agreements and under each of the Accounts, Chattel Paper and Payment Intangibles included in the Collateral, to observe and perform all Contracts the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any such contract or agreement or any agreement giving rise to each such Account, Chattel Paper or Payment Intangible, and neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any such contracts and agreements or any such Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any such other Secured Party of any payment relating to such contracts and agreements or such Account, Chattel Paper or Payment Intangible, pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any such contracts and agreements or Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any such contracts and agreements or Account, Chattel Paper or Payment Intangible (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it is a party included within may be entitled at any time or times. The exercise by the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under any of such Contracts, the contracts and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank be obligated to perform any of agreements included in the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment AgreementCollateral, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediesAssigned Agreements.

Grantors Remain Liable. Notwithstanding anything (i) Anything herein to the contrarycontrary notwithstanding, (A) each Grantor shall remain liable under all Contracts each of the Receivables and each contract that constitutes Collateral to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise thereto. No Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral by reason of or arising out of this Agreement under or the receipt by any Secured Party of such Contractsany payment relating thereto, nor shall CoBank any Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Receivable (or any agreement giving rise thereto) or any contract that constitutes Collateral, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (a) At any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may, in its sole discretion, in its name or in the name of any Grantor, or otherwise: (i) demand, xxx for, collect or enforce receive any claim money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed necessary with respect to any of the Collateral, but shall be under no obligation to do so; or (ii) extend the time of payment, arrange for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank installments, or any purchaser at a foreclosure sale under this Agreement to assume otherwise modify the term of, or release, any of a Grantor’s obligationsthe Collateral, duties without thereby incurring responsibility to, or liabilities under discharging or otherwise affecting any Investment Agreementliability of, including any Grantor’s obligations, if any, other than to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees discharge a Grantor in writing so doing with respect to assume any or all liabilities of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent that the liabilities are paid or repaid. At any time after the occurrence and during the continuance of an Event of Default, any Collateral or other money, checks, notes, bills, drafts, or commercial paper received by any Grantor shall be held in trust for the Secured Parties and shall be promptly (in any event within two (2) Business Days) turned over to the Collateral Agent on behalf of the Equity Interests pledged hereunder acquired pursuant to Secured Parties. The Collateral Agent may make such sale, and agrees to execute any documents or instruments payments and take any other action such actions as may be reasonably the Collateral Agent, in its sole discretion, deems necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest Liens and privilege security interests in such Contracts, as Collateralthe Collateral or the value thereof, and shall the Collateral Agent is hereby unconditionally and irrevocably authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contest or compromise any Liens which in the judgment of the Collateral Agent appear to be equal to, prior to or superior to its Liens and security interests in the Collateral and any Liens not impose any duty upon it to exercise any such powers, rights or remediescreated by this Agreement.

Grantors Remain Liable. (a) Each Grantor (rather than the Noteholder) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. The Noteholder shall not have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Noteholder of any payment relating to such Contract pursuant hereto, nor shall the Noteholder be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Noteholder) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under any of agreement giving rise to such Contracts, and (C) except as specifically provided for hereinbelow, CoBank Accounts. The Noteholder shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Noteholder of any of payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Noteholder be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything (a) Anything contained herein to the contrarycontrary notwithstanding, but subject to the transfer of Pledged Equity Interests to the Collateral Agent or its nominee upon foreclosure or other analogous enforcement procedure: (Ai) each Grantor shall remain liable under all Contracts any partnership agreement or limited liability company agreement relating to which it is a party any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included within in the Collateral (including all Investment Agreements) Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, ; (Bii) the exercise by CoBank the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (iii) neither the Collateral Agent nor any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank Lender nor Hedging Agreement Provider shall not have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement under any of such ContractsAgreement, nor shall CoBank the Collateral Agent, any Lender or any Hedging Agreement Provider be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This . (b) Neither the Collateral Agent, any Lender, any Hedging Agreement shall not in any way be deemed to obligate CoBank or Provider nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any of a Grantor’s obligations, duties obligation or liabilities liability under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other issuer (collectivelycontracts and agreements included in the Collateral unless the Collateral Agent, the “Partner Obligations”)any Lender, unless CoBank any Hedging Agreement Provider or any such purchaser otherwise expressly agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediessaid obligations.

Grantors Remain Liable. (a) Each Grantor (rather than the Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract constituting or relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the other Loan Documents or the receipt by the Agent or any other Secured Party of any payment relating to such Contract pursuant hereto or thereto, nor shall the Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral now owned or hereafter acquired by it, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the other Loan Documents or the receipt by the Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto or thereto, nor shall CoBank the Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. (a) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Amended and Restated First Lien Security Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Collateral Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Amended and Restated First Lien Security Agreement under or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything Anything contained herein to the contrarycontrary notwithstanding, (Aa) each Grantor shall remain liable under all Contracts any Partnership Agreement, LLC Agreement or any other contracts and agreements included in the Collateral, to which it is a party included within the Collateral (including all Investment Agreements) extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, ; (Bb) the exercise by CoBank Secured Party of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under any of such Contracts, the contracts and agreements included in the Collateral; and (Cc) except as specifically provided for hereinbelow, CoBank Secured Party shall not have any obligation or liability under any Partnership Agreement, LLC Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement under any of such ContractsAgreement, nor shall CoBank Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Notwithstanding any of the foregoing, this Agreement shall not in any way be deemed to obligate CoBank Secured Party, any other Agent, any Lender or any purchaser at a foreclosure sale under this Agreement to assume any of a any Grantor’s 's obligations, duties duties, expenses or liabilities under any Investment Agreement, LLC Agreement or Partnership Agreement (including any Grantor’s obligations, if any, 's obligations as a general partner for the debts and obligations of a Partnership) and to manage the business and affairs of any Partnership or any of such Grantor's obligations for the applicable partnershipdebts and obligations of an LLC, joint venture, limited liability company or under any and all other issuer agreements now existing or hereafter drafted or executed (collectively, the “Partner "Grantor Obligations”)") unless Secured ------------------- Party, unless CoBank any other Agent, any Lender or any such purchaser otherwise expressly agrees in writing to assume any or all of such Partner said Grantor Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentenceSecured Party, each applicable Grantor shall remain bound and obligated to perform its Partner Grantor Obligations arising during or otherwise related to its ownership of the Collateral, and CoBank neither Secured Party, nor any other Agent nor any Lender shall not be deemed to have assumed any Partner Obligationsof such Grantor Obligations except as provided in the preceding sentence. In Without limiting the generality of the foregoing, neither the grant of the security interest in the Collateral in favor of Secured Party as provided herein nor the exercise by Secured Party of any of its rights hereunder nor any action in connection with a foreclosure on the Collateral shall be deemed to constitute Secured Party, any other Agent, or any Lender a partner of any Partnership or a member of any LLC; provided, in the event CoBank Secured Party or any purchaser of Collateral at a foreclosure sale elects to become a substitute substituted general partner of any Partnership or member manager of any LLC in place of a any Grantor, Secured Party or such purchaser, as the party making such election case may, shall adopt in writing such Investment the applicable Partnership Agreement or LLC Agreement, as the case may be, and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remedies.

Grantors Remain Liable. Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, (Aa) each Grantor shall remain liable under all Contracts the contracts and agreements included in such Grantor's Collateral to which it is a party included within the Collateral (including all Investment Agreements) extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (Bb) the exercise by CoBank the Second Priority Notes Collateral Agent or any other Second Priority Secured Party of any of its the rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under any of such Contracts, the contracts and agreements included in the Collateral and (Cc) except as specifically provided for hereinbelow, CoBank neither the Second Priority Notes Collateral Agent nor any other Second Priority Secured Party shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement under or any of such Contractsother Second Priority Note Documents, nor shall CoBank the Second Priority Notes Collateral Agent or any other Second Priority Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectivelyFurthermore, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank Second Priority Notes Collateral Agent shall not be deemed liable or accountable for any failure to have assumed seize, collect, realize, dispose of, enforce or otherwise deal with the Collateral, shall not be bound to institute proceedings for any Partner Obligations. In such purposes or for the event CoBank purpose of preserving any rights of the Second Priority Notes Collateral Agent, the Grantor or any purchaser at a foreclosure sale elects to become a substitute partner other person, firm or member corporation in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent respect of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, Collateral and shall not impose be liable or responsible for any duty upon it to exercise loss, cost or damage whatsoever which may arise in respect of any such powersfailure including, rights without limitation, resulting from the negligence of the Second Priority Notes Collateral Agent or remediesany of its officers, servants, agents, solicitors, attorneys, Receivers (as hereinafter defined) or otherwise. Neither the Second Priority Notes Collateral Agent nor its officers, servants, agents or Receivers shall be liable by reason of any entry into possession of the Collateral or any part thereof, to account as a mortgagee in possession, for anything except actual receipts, for any loss on realization, for any act or omission for which a mortgagee in possession might be liable for any loss, cost, damage or expense whatsoever which may arise in respect of any such actions, omissions or negligence.

Grantors Remain Liable. (a) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Collateral Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. (a) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract constituting Collateral, all in accordance with the terms and conditions thereof, to the extent such conditions and obligations first arose prior to the date on which, following an Event of Default, the Administrative Agent, any Lender or any of their respective designees acquires title to the applicable Contract, or Capital Stock in any Subsidiary which directly or indirectly owns such Contract, by foreclosure, deed-in-lieu thereof or assignment in lieu thereof, as applicable, or similar transfer (it being understood and agreed that no Grantor shall have any liability hereunder or any other Loan Document for such conditions or obligations first arising after such date). Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times, in each case other than to the extent the Collateral Agent or such other Secured Party acquires title to the applicable Contract, or Capital Stock in any Subsidiary which directly or indirectly owns such Contract, following an Event of Default by foreclosure, deed-in-lieu thereof or assignment in lieu thereof, as applicable, or similar transfer. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it first arising prior to the date on which, following an Event of Default, the Administrative Agent, any Lender or any of their respective designees acquires title to the applicable Contract, or Capital Stock in any Subsidiary which directly or indirectly owns such Contract, by foreclosure, deed-in-lieu thereof or assignment in lieu thereof, as applicable, or similar transfer, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor (it being understood and agreed that the Secured Obligations shall not include any liability or responsibility in connection with the Collateral first arising after such date). (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts constituting Collateral to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to such Accounts, to the same extent as if this Agreement had not been executedsuch conditions and obligations first arose prior to the date on which, (B) following an Event of Default, the exercise by CoBank of Administrative Agent, any Lender or any of its rights their respective designees acquires title to the applicable Account, or remedies Capital Stock in any Subsidiary which directly or indirectly owns such Account, by foreclosure, deed-in-lieu thereof or assignment in lieu thereof, as applicable, or similar transfer (it being understood and agreed that no Grantor shall have any liability hereunder or any other Loan Document for such conditions or obligations first arising after such date). Neither the Collateral Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any such Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Collateral Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not to them or to which they may be entitled at any time or times, in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or each case other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member than to the extent the Collateral Agent or such other Secured Party acquires title to the applicable Account, or Capital Stock in any Subsidiary which directly or indirectly owns such Account, following an Event of the Equity Interests pledged hereunder acquired pursuant to such saleDefault by foreclosure, and agrees to execute any documents deed-in-lieu thereof or instruments and take any other action as may be reasonably necessary or as may be reasonably requested assignment in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contractslieu thereof, as Collateralapplicable, and shall not impose any duty upon it to exercise any such powers, rights or remediessimilar transfer.

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (A) each Grantor shall remain liable under all Contracts to which it is a party included within the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank the Administrative Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank neither the Administrative Agent nor any other Secured Party shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank the Administrative Agent or any other Secured Party or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint ventureJoint Venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank the Administrative Agent, such other Secured Party or the purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank the Administrative Agent hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank neither the Administrative Agent nor any other Secured Party shall not be deemed to have assumed any Partner Obligations. In the event CoBank the Administrative Agent, any other Secured Party or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank the Administrative Agent, such other Secured Party or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank the Administrative Agent and the other Secured Parties hereunder are solely to protect its the interest and privilege of the Administrative Agent and such other Secured Parties in such Contracts, as Collateral, and shall not impose any duty upon it them to exercise any such powers, rights or remedies.

Grantors Remain Liable. (a) Each Grantor (rather than the Administrative Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Administrative Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Administrative Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Administrative Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Administrative Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything (a) Anything contained herein to the contrarycontrary notwithstanding, but subject to the transfer of Pledged Equity Interests to the Collateral Agent or its nominee upon foreclosure after an Event of Default: (Ai) each Grantor shall remain liable under all Contracts any partnership agreement or limited liability company agreement relating to which it is a party any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included within in the Collateral (including all Investment Agreements) Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, ; (Bii) the exercise by CoBank the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (iii) neither the Collateral Agent nor any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank Lender nor Lender Counterparty shall not have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement under any of such ContractsAgreement, nor shall CoBank the Collateral Agent, any Lender or any Lender Counterparty be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in . (b) Neither the Collateral Agent, any way be deemed to obligate CoBank or Lender, any Lender Counterparty nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any of a Grantor’s obligations, duties obligation or liabilities liability under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other issuer (collectivelycontracts and agreements included in the Collateral unless the Collateral Agent, the “Partner Obligations”)any Lender, unless CoBank any Lender Counterparty or any such purchaser otherwise expressly agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediessaid obligations.

Grantors Remain Liable. Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, (Aa) each Grantor shall remain liable under all Contracts the contracts and agreements included in such Grantor's Collateral to which it is a party included within the Collateral (including all Investment Agreements) extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (Bb) the exercise by CoBank the Collateral Agent or any other Secured Party of any of its the rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under any of such Contracts, the contracts and agreements included in the Collateral and (Cc) except as specifically provided for hereinbelow, CoBank neither the Collateral Agent nor any other Secured Party shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement under or any of such Contractsother Note Document, nor shall CoBank the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectivelyFurthermore, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank Collateral Agent shall not be deemed liable or accountable for any failure to have assumed seize, collect, realize, dispose of, enforce or otherwise deal with the Collateral, shall not be bound to institute proceedings for any Partner Obligations. In such purposes or for the event CoBank purpose of preserving any rights of the Collateral Agent, the Grantor or any purchaser at a foreclosure sale elects to become a substitute partner other person, firm or member corporation in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent respect of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, Collateral and shall not impose be liable or responsible for any duty upon it to exercise loss, cost or damage whatsoever which may arise in respect of any such powersfailure including, rights without limitation, resulting from the negligence of the Collateral Agent or remediesany of its officers, servants, agents, solicitors, attorneys, Receivers (as hereinafter defined) or otherwise. Neither the Collateral Agent nor its officers, servants, agents or Receivers shall be liable by reason of any entry into possession of the Collateral or any part thereof, to account as a mortgagee in possession, for anything except actual receipts, for any loss on realization, for any act or omission for which a mortgagee in possession might be liable for any loss, cost, damage or expense whatsoever which may arise in respect of any such actions, omissions or negligence.

Grantors Remain Liable. (a) Each Grantor (rather than the Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract or other agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything (a) Anything contained herein to the contrary, contrary notwithstanding: (Ai) each Grantor shall remain liable under all Contracts any partnership agreement or limited liability company agreement relating to which it is a party any Pledged Partnership Interest or Pledged LLC Interest, any Assigned Agreement and/or any other contracts and agreements included within in the Collateral (including all Investment Agreements) Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, ; (Bii) the exercise by CoBank the Collateral Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral; and (iii) neither the Collateral Agent nor any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank Lender nor Lender Counterparty shall not have any obligation or liability under any partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other contracts and agreements included in the Collateral by reason of this Agreement under any of such ContractsAgreement, nor shall CoBank the Collateral Agent, any Lender or any Lender Counterparty be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in . (b) Neither the Collateral Agent, any way be deemed to obligate CoBank or Lender, any Lender Counterparty nor any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any of a Grantor’s obligations, duties obligation or liabilities liability under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, partnership agreement or limited liability company agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or any other issuer (collectivelycontracts and agreements included in the Collateral unless the Collateral Agent, the “Partner Obligations”)any Lender, unless CoBank any Lender Counterparty or any such purchaser otherwise expressly agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediessaid obligations.

Grantors Remain Liable. (a) Each Grantor (rather than the Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Agent nor any other Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Agent or any other Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Agent or any Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Agent nor any other Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Agent or any other Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Agent or any other Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remediestimes.

Grantors Remain Liable. Notwithstanding anything herein to the contrary, (A) each Grantor shall remain liable under all Contracts to which it is a party included within the Collateral (including all Investment Agreements) to perform all of its obligations thereunder to the same extent as if this Agreement had not been executed, (B) the exercise by CoBank the Administrative Agent of any of its rights or remedies hereunder shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank neither the Administrative Agent nor any other Secured Party shall not have any obligation or liability by reason of this Agreement under any of such Contracts, nor shall CoBank the Administrative Agent or any other Secured party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank the Administrative Agent or any other Secured Party or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank the Administrative Agent, such other Secured Party or the purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank the Administrative Agent hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank neither the Administrative Agent nor any other Secured Party shall not be deemed to have assumed any Partner Obligations. In the event CoBank the Administrative Agent, any other Secured Party or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank the Administrative Agent, such other Secured Party or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as may be reasonably necessary or as may be reasonably requested in connection therewith. The powers, rights and remedies conferred on CoBank the Administrative Agent and the other Secured Parties hereunder are solely to protect its the interest and privilege of the Administrative Agent and such other Secured Parties in such Contracts, as Collateral, and shall not impose any duty upon it them to exercise any such powers, rights or remedies.

Grantors Remain Liable. (a) Each Grantor (rather than the Notes Collateral Agent or any Secured Notes Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under any Contract relating to the Collateral, all in accordance with the terms and conditions thereof. Neither the Notes Collateral Agent nor any other Secured Notes Secured Party shall have any obligation or liability under any Contract by reason of or arising out of this Security Agreement or the receipt by the Notes Collateral Agent or any other Secured Notes Secured Party of any payment relating to such Contract pursuant hereto, nor shall the Notes Collateral Agent or any other Secured Notes Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Contract, to make any payment, to make any inquiry as to the nature or sufficiency of any performance or to collect the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times. (b) Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it, and the liability of such Grantor to pay the Secured Notes Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor. (c) Notwithstanding anything herein to the contrary, (A) each Grantor (rather than the Notes Collateral Agent or any Secured Notes Secured Party) shall remain liable under all Contracts each of the Accounts to which it is a party included within the Collateral (including all Investment Agreements) to observe and perform all of its the conditions and obligations thereunder to be observed and performed by it thereunder, all in accordance with the same extent as if this Agreement had not been executed, (B) the exercise by CoBank terms of any of its rights or remedies hereunder agreement giving rise to such Accounts. Neither the Notes Collateral Agent nor any other Secured Notes Secured Party shall not release any Grantor from any of its obligations under any of such Contracts, and (C) except as specifically provided for hereinbelow, CoBank shall not have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement under or the receipt by the Notes Collateral Agent or any other Secured Notes Secured Party of any payment relating to such ContractsAccount pursuant hereto, nor shall CoBank the Notes Collateral Agent or any other Secured Notes Secured Party be obligated in any manner to perform any of the obligations or duties of any Grantor thereunder under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by them or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to collect or enforce any claim for performance or to collect the payment of any amounts which may have been assigned hereunder. This Agreement shall not in any way be deemed to obligate CoBank them or any purchaser at a foreclosure sale under this Agreement to assume any of a Grantor’s obligations, duties or liabilities under any Investment Agreement, including any Grantor’s obligations, if any, to manage the business and affairs of the applicable partnership, joint venture, limited liability company or other issuer (collectively, the “Partner Obligations”), unless CoBank or purchaser otherwise agrees in writing to assume any or all of such Partner Obligations. In the event of foreclosure by CoBank hereunder, then except as provided in the preceding sentence, each applicable Grantor shall remain bound and obligated to perform its Partner Obligations and CoBank shall not be deemed to have assumed any Partner Obligations. In the event CoBank or any purchaser at a foreclosure sale elects to become a substitute partner or member in place of a Grantor, the party making such election shall adopt in writing such Investment Agreement and agree to be bound by the terms and provisions thereof; and subject to the execution of such written agreement, each Grantor hereby irrevocably consents in advance to the admission of CoBank or any such purchaser as a substitute partner or member to the extent of the Equity Interests pledged hereunder acquired pursuant to such sale, and agrees to execute any documents or instruments and take any other action as which they may be reasonably necessary entitled at any time or as may be reasonably requested in connection therewithtimes. The powers, rights and remedies conferred on CoBank hereunder are solely to protect its interest and privilege in such Contracts, as Collateral, and shall not impose any duty upon it to exercise any such powers, rights or remedies.REMEDIES SECTION