Common use of Proceeds and Products of the Collateral Clause in Contracts

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless (a) Unless and until there occurs an Event of DefaultDefault subject to the limitations in Section 11(b) hereof, Pledgee Lender agrees to forbear from in exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor the Borrower shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor Borrower pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same, provided, however, that Borrower shall not cast any vote or give any approval, consent, waiver or ratification or take any action which would be inconsistent with or violate any provision of this Agreement. b. Pledgor (b) Borrower acknowledges and agrees with PledgeeLender that, that unless Pledgee Lender otherwise consents, in Pledgee's Lender’s sole discretion, Pledgor Borrower shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and Default, subject to the limitations of Paragraph 11(b) hereof, or (ii) receipt the delivery of notice from Pledgee Lender instructing Pledgor Borrower not to exercise any such voting, approval, consent or other rights with respect to the Collateral, ; provided, however, that Pledgor Borrower shall exercise any such right it may have under the agreements comprising the Collateral Operating Agreement with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. (c) Upon or at any time after the occurrence of an Event of Default, Pledgeesubject to the limitations of Paragraph 11(b) hereof, Lender, at his its option to be exercised in his its sole discretion by written notice to Pledgordiscretion, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to PledgeeLender. Upon the giving of any such required notice, the security constituted by this Agreement shall become immediately enforceable by PledgeeLender, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by PledgorBorrower. Pledgor Borrower hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee Lender of an Event of Default by Pledgor Borrower hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to PledgeeLender, at such address as Pledgee Lender may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorBorrower. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee Lender and shall have no liability to Pledgor Borrower for any loss or damage Pledgor Borrower may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option its option, to be exercised in his its sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option its option, to be exercised in his its sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral.not c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option its option, to be exercised in his its sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs (a) Unless an Event of DefaultDefault exists, Pledgee Department agrees to forbear from exercising his its right to receive all any benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor Limited Partner shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, including without limitation, (i) the right to exercise all voting, approval, consent and similar rights of Pledgor Limited Partner pertaining to the Collateral, (ii) payments due under, proceeds, whether cash proceeds or noncash proceeds, and (iii) products of the Collateral Collateral, and to retain and enjoy the same. b. Pledgor (b) Limited Partner acknowledges and agrees with Pledgeethat, that unless Pledgee Department otherwise consents, in Pledgee's sole discretion, Pledgor Limited Partner shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default exists and (ii) receipt of Limited Partner has received written notice from Pledgee Department instructing Pledgor Limited Partner not to exercise any such voting, approval, consent or other rights with respect to the Collateral, right; provided, however, that Pledgor Limited Partner shall exercise any such right it may have under the agreements comprising the Collateral Partnership Document with respect to the business affairs of the Limited Liability Company Development Owner as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after (c) During the occurrence existence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, Department may exercise all rights and remedies granted to Department under this Agreement, including, including without limitation, the right to require the obligors under the Collateral to make pay to Department all payments due under under, and to pay all proceedsproceeds of, whether cash the Collateral. Limited Partner hereby authorizes and directs each respective obligor under the agreements constituting the Collateral to, upon receipt of written notice from Department of an Event of Default, assign, set over, transfer, distribute, pay and deliver any and all Collateral, or said payments, proceeds or noncash proceeds, and products of the Collateral Collateral, to PledgeeDepartment at such address as Department may direct, at such time and in such manner as such would otherwise be distributed, transferred, paid or delivered to Limited Partner. Upon To the extent permitted under applicable law, and unless otherwise provided in the Equity, upon the giving of notice of any such noticenotice Event of Default, the security constituted by this Agreement shall become immediately enforceable by Pledgee, Department without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorLimited Partner. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and Collateral, pay all such payments with respect to the Collateral Collateral, and pay all such proceeds and products of the Collateral Collateral, to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said relianceDepartment.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs (a) Unless an Event of DefaultDefault exists, Pledgee Department agrees to forbear from exercising his its right to receive all any benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor Development Owner shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, including without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products payment of the Collateral Developer Fee, and to retain and enjoy the same. b. Pledgor (b) Development Owner acknowledges and agrees with Pledgeethat, that unless Pledgee Department otherwise consents, in Pledgee's sole discretion, Pledgor Development Owner shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default exists and (ii) receipt of Development Owner has received written notice from Pledgee Department instructing Pledgor Development Owner not to exercise any such voting, approval, consent or other rights with respect to the Collateral, right; provided, however, that Pledgor Development Owner shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company Development Agreement as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after (c) During the occurrence existence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, Department may exercise all rights and remedies granted to Department under this Agreement, including, including without limitation, the right to require the obligors under the Collateral to make pay to Department all payments due under under, and to pay all proceedsproceeds of, whether cash the Collateral. Development Owner hereby authorizes and directs each respective obligor under the agreements constituting the Collateral to, upon receipt of written notice from Department of an Event of Default, assign, set over, transfer, distribute, pay and deliver any and all Collateral, or said payments, proceeds or noncash proceeds, and products of the Collateral Collateral, to PledgeeDepartment at such address as Department may direct, at such time and in such manner as such would otherwise be distributed, transferred, paid or delivered to Development Owner. Upon To the extent permitted under applicable law, and unless otherwise provided in the Equity Documents, upon the giving of notice of any such noticenotice Event of Default, the security constituted by this Agreement shall become immediately enforceable by Pledgee, Department without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorDevelopment Owner. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and Collateral, pay all such payments with respect to the Collateral Collateral, and pay all such proceeds and products of the Collateral Collateral, to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said relianceDepartment.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless (a) Unless and until there occurs an Event of Default, Pledgee Secured Party agrees to forbear from in exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor Debtor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor Debtor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same, provided, however, that Debtor shall not cast any vote or give any approval, consent, waiver or ratification or take any action which would be inconsistent with or violate any provision of this Agreement. b. Pledgor (b) Debtor acknowledges and agrees with PledgeeSecured Party, that unless Pledgee Secured Party otherwise consents, in PledgeeSecured Party's sole discretion, Pledgor Debtor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) after the occurrence of an Event of Default Default, and (ii) receipt delivery of notice from Pledgee Secured Party instructing Pledgor Debtor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, ; provided, however, that Pledgor Debtor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company Development Agreement as is reasonably necessary to protect and preserve the Collateral. c. (c) Upon or at any time after the occurrence of an Event of Default, PledgeeSecured Party, at his its option to be exercised in his its sole discretion by written notice to Pledgordiscretion, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to PledgeeSecured Party. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by PledgeeSecured Party, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by PledgorDebtor. Pledgor Debtor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee Secured Party of an Event of Default by Pledgor Debtor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to PledgeeSecured Party, at such address as Pledgee Secured Party may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorDebtor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee Secured Party and shall have no liability to Pledgor Debtor for any loss or damage Pledgor Debtor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral.exercise c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option its option, to be exercised in his its sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless (a) Unless and until there occurs an Event of DefaultDefault (except if Secured Party waives such Event of Default in writing), Pledgee Secured Party agrees to forbear from in exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor each Loan Party shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor each Loan Party pertaining to the Collateral, payments due underunder any agreement or instrument included in the Collateral, proceedsProceeds, whether cash proceeds Cash Proceeds or noncash proceedsNoncash Proceeds, and products of the Collateral Collateral, and to retain and enjoy the same, provided, however, that each Loan Party shall not cast any vote or give any approval, consent, waiver or ratification or take any action which would be inconsistent with or violate any provision of this Agreement. b. Pledgor (b) Each Loan Party acknowledges and agrees with PledgeeSecured Party, that unless Pledgee Secured Party otherwise consents, in Pledgee's Secured Party’s sole discretion, Pledgor each Loan Party shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after both of the following occur (i) the occurrence of an Event of Default Default, and (ii) receipt delivery of notice from Pledgee Secured Party instructing Pledgor the applicable Loan Party not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. (c) Upon or at any time after the occurrence of an Event of DefaultDefault (except if Secured Party waives such Event of Default in writing), PledgeeSecured Party, at his its option to be exercised in his its sole discretion by written notice to Pledgordiscretion, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under included in the Collateral to Secured Party and to pay all proceedsProceeds, whether cash proceeds Cash Proceeds or noncash proceedsNoncash Proceeds, and products of the Collateral to PledgeeSecured Party. Upon the giving of any such noticenotice under Section 4(b)(ii), the security interest constituted by this Agreement shall become immediately enforceable by PledgeeSecured Party, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgoreach Loan Party. Pledgor Each Loan Party hereby authorizes and directs each respective obligor under the agreements constituting the included in Collateral, that upon receipt of written notice from Pledgee Secured Party of an Event of Default by Pledgor hereunderDefault, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds Proceeds or products of the Collateral to PledgeeSecured Party, at such address as Pledgee Secured Party may direct, at such time and in such manner as the Collateral and such payments, proceeds Proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgoreach Loan Party. The respective obligors under the agreements constituting the included in Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds Proceeds and products of the Collateral to Pledgee Secured Party and shall have no liability to Pledgor each Loan Party for any loss or damage Pledgor each Loan Party may incur by reason of said reliance. (d) If, after giving effect to all applicable cure periods, the Loan Parties fail to make any payment or to do any act as herein provided or fail to do so promptly upon demand by Secured Party, then Secured Party shall have the right, but not the obligation, without releasing any Loan Party from any obligation hereof and without notice to or demand upon Loan Parties, to make such payment or do such act in such manner and to such extent as Secured Party may deem necessary to prevent the material impairment of the security hereof, including, without limitation, the right to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Secured Party and to perform and discharge each and every obligation, covenant and agreement of Loan Parties contained in any agreement which is part of the Collateral, and in exercising any such rights or powers to employ counsel and pay such reasonable costs and expenses as Secured Party shall incur, including, without limitation, reasonable attorneys' fees and costs. Secured Party's exercise of rights under this Agreement shall not constitute a waiver of any of the remedies of Secured Party under the Loan Documents, under any other document or agreement, or existing at law, in equity, by statute or otherwise. (e) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for monies actually received by it hereunder, the Secured Party shall not have any duty as to any Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall be under no obligation to take any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral, but may do so at its option, and all reasonable expenses incurred in connection therewith shall be for the sole account of the Loan Parties and shall be added to the Obligations and bear interest at the Default Rate from the date incurred until the date repaid in full. Loan Parties bear all risk of loss or damage of any of the Collateral, except to the extent such loss or damage shall arise solely from the gross negligence or willful misconduct of the Secured Party.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs (a) Unless an Event of DefaultDefault exists, Pledgee Department agrees to forbear from exercising his its right to receive all any benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor General Partner shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, including without limitation, (i) the right to exercise all voting, approval, consent and similar rights of Pledgor General Partner pertaining to the Collateral, (ii) payments due under, proceeds, whether cash proceeds or noncash proceeds, and (iii) products of the Collateral Collateral, and to retain and enjoy the same. b. Pledgor (b) General Partner acknowledges and agrees with Pledgeethat, that unless Pledgee Department otherwise consents, in Pledgee's sole discretion, Pledgor General Partner shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default exists and (ii) receipt of General Partner has received written notice from Pledgee Department instructing Pledgor General Partner not to exercise any such voting, approval, consent or other rights with respect to the Collateral, right; provided, however, that Pledgor General Partner shall exercise any such right it may have under the agreements comprising the Collateral Formation Document with respect to the business affairs of the Limited Liability Company Development Owner as is reasonably necessary to protect and preserve the Collateral. c. Upon or at any time after (c) During the occurrence existence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, Department may exercise all rights and remedies granted to Department under this Agreement, including, including without limitation, the right to require the obligors under the Collateral to make pay to Department all payments due under under, and to pay all proceedsproceeds of, whether cash the Collateral. General Partner hereby authorizes and directs each respective obligor under the agreements constituting the Collateral to, upon receipt of written notice from Department of an Event of Default, assign, set over, transfer, distribute, pay and deliver any and all Collateral, or said payments, proceeds or noncash proceeds, and products of the Collateral Collateral, to PledgeeDepartment at such address as Department may direct, at such time and in such manner as such would otherwise be distributed, transferred, paid or delivered to General Partner. Upon To the extent permitted under applicable law, and unless otherwise provided in the Equity Documents, upon the giving of notice of any such noticenotice Event of Default, the security constituted by this Agreement shall become immediately enforceable by Pledgee, Department without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorGeneral Partner. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and Collateral, pay all such payments with respect to the Collateral Collateral, and pay all such proceeds and products of the Collateral Collateral, to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said relianceDepartment.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral.not c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless and until there occurs an Event of Default, Pledgee agrees to forbear from exercising his right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement), and Pledgor shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same. b. Pledgor acknowledges and agrees with Pledgee, that unless Pledgee otherwise consents, in Pledgee's sole discretion, Pledgor shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and (ii) receipt of notice from Pledgee instructing Pledgor not to exercise any such voting, approval, consent or other rights with respect to the Collateral, provided, however, that Pledgor shall exercise any such right it may have under the agreements comprising the Collateral with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral.unless c. Upon or at any time after the occurrence of an Event of Default, Pledgee, at his option to be exercised in his sole discretion by written notice to Pledgor, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to Pledgee. Upon the giving of any such notice, the security constituted by this Agreement shall become immediately enforceable by Pledgee, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by Pledgor. Pledgor hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee of an Event of Default by Pledgor hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to Pledgee, at such address as Pledgee may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to Pledgor. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee and shall have no liability to Pledgor for any loss or damage Pledgor may incur by reason of said reliance.

Proceeds and Products of the Collateral. a. Notwithstanding any of the foregoing, unless (a) Unless and until there occurs an Event of DefaultDefault subject to the limitations in Section 11(b) hereof, Pledgee Lender agrees to forbear from in exercising his its right to receive all benefits pertaining to the Collateral (except as otherwise permitted under the Operating Agreement)Collateral, and Pledgor the Borrower shall be permitted to exercise all rights and to receive all benefits of the Collateral, including, without limitation, the right to exercise all voting, approval, consent and similar rights of Pledgor Borrower pertaining to the Collateral, payments due under, proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral and to retain and enjoy the same, provided, however, that Borrower shall not cast any vote or give any approval, consent, waiver or ratification or take any action which would be inconsistent with or violate any provision of this Agreement. b. Pledgor (b) Borrower acknowledges and agrees with PledgeeLender that, that unless Pledgee Lender otherwise consents, in Pledgee's Lender’s sole discretion, Pledgor Borrower shall not exercise any voting, approval, consent or other rights with respect to the Collateral at any time after (i) the occurrence of an Event of Default and Default, subject to the limitations of Section 11(b) hereof, or (ii) receipt the delivery of notice from Pledgee Lender instructing Pledgor Borrower not to exercise any such voting, approval, consent or other rights with respect to the Collateral, ; provided, however, that Pledgor Borrower shall exercise any such right it may have under the agreements comprising the Collateral Company Operating Agreement with respect to the business affairs of the Limited Liability Company as is reasonably necessary to protect and preserve the Collateral. c. (c) Upon or at any time after the occurrence of an Event of Default, Pledgeesubject to the limitations of Section 11(b) hereof, Lender, at his its option to be exercised in his its sole discretion by written notice to Pledgordiscretion, may exercise all rights and remedies granted under this Agreement, including, without limitation, the right to require the obligors under the Collateral to make all payments due under and to pay all proceeds, whether cash proceeds or noncash proceeds, and products of the Collateral to PledgeeLender. Upon the giving of any such required notice, the security constituted by this Agreement shall become immediately enforceable by PledgeeLender, without any presentment, further demand, protest or other notice of any kind, all of which are hereby expressly and irrevocably waived by PledgorBorrower. Pledgor Borrower hereby authorizes and directs each respective obligor under the agreements constituting the Collateral, that upon receipt of written notice from Pledgee Lender of an Event of Default by Pledgor Borrower hereunder, to assign, set over, transfer, distribute, pay and deliver any and all Collateral or said payments, proceeds or products of the Collateral to PledgeeLender, at such address as Pledgee Lender may direct, at such time and in such manner as the Collateral and such payments, proceeds and products of the Collateral would otherwise be distributed, transferred, paid or delivered to PledgorBorrower. The respective obligors under the agreements constituting the Collateral shall be entitled to conclusively rely on such notice and make all such assignments and transfers of the Collateral and all such payments with respect to the Collateral and pay all such proceeds and products of the Collateral to Pledgee Lender and shall have no liability to Pledgor Borrower for any loss or damage Pledgor Borrower may incur by reason of said reliance.