Common use of Rights of Lender Clause in Contracts

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default Pledgor shall occur fail to pay the Guaranteed Obligations under the Guaranty as and be continuingwhen due thereunder, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the DebtGuaranteed Obligations, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default Pledgor shall occur fail to pay the Guaranteed Obligations under the Guaranty as and be continuingwhen due thereunder, then all such Pledged Securities Company Interests, at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor all regular membership and other rights pertaining to the Pledged SecuritiesCompany Interests, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Company Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerBorrower, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged SecuritiesCompany Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability liability, subject to Section 10 below, except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. To further effect the provisions hereof, Pledgor hereby grants to Lender or its nominee, on behalf of Lender, an irrevocable proxy to exercise upon the occurrence of an Event of Default all voting and membership rights relating to the Pledged Interests in any instance. Pledgor has evidenced such proxy by execution and delivery of an Irrevocable Proxy Agreement in the form attached hereto as Exhibit D. Upon the request of Lender, Pledgor agrees to deliver to Lender such further reasonable evidence of such irrevocable proxy to vote the Pledged Interests as Lender may reasonably request. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or Borrower or against any other Person which may be or become liable in respect of all or any part of the Debt Guaranteed Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note)Termination Date, Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute and deliver to Pledgor, or shall authorize Pledgor to file, Pledgors UCC-3 termination statements or similar those documents and agreements reasonably requested by Pledgors to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to PledgorDocuments. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 8 or 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein which failure continues beyond any applicable grace or cure period, if any, and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, compliance shall be payable by Pledgor to Lender on within ten (10) days after written demand therefor and shall constitute obligations secured hereby.

Rights of Lender. (a) If Upon the occurrence and continuation of an Event of Default shall occur and be continuingDefault, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debtright, in such order as Lenderaddition to any other right or remedy of Lender set forth in the Note, the Loan Documents, the Mortgage or in any other document associated with this transaction, but not the obligation, in its sole discretionown name or in the name of Borrower, may elect, subject to and enter into possession of the Premises; to perform all work necessary to complete the construction of the New Improvements substantially in accordance with the Loan DocumentsPlans, Governmental Requirements, and the requirements of any lessee, if applicable; and to employ watchmen and other safeguards to protect the Premises. If an Event Borrower hereby appoints Lender as the attorney-in-fact of Default shall occur Borrower, with full power of substitution, and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Borrower, if Lender elects to do so, upon the occurrence and continuation of an Event of Default, to (a) use such sums as are necessary, including any proceeds of the Loan and the Borrower’s Deposit, make such changes or its nominee (if not already so registered)corrections in the Plans, and Lender or its nominee may thereafter exercise (i) all votingemploy such, engineers, and limited liability company interests contractors as may be required for the purpose of Pledgor pertaining to completing the Pledged Securities, including, without limitation, all rights to control construction of the Issuer (including the right to remove and/or replace directors and managers) pursuant to and New Improvements substantially in accordance with such voting the Plans and beneficial interests Governmental Requirements, (b) execute all applications and other rights of Pledgor or as set forth certificates in the organizational documents name of Borrower which may be required for completion of construction of the Issuer New Improvements, (c) endorse the name of Borrower on any checks or drafts representing proceeds of the Insurance Policies, or other checks or instruments payable to Borrower with respect to the Premises, (d) do every act with respect to the construction of the New Improvements which Borrower may do, and (iie) prosecute or defend any and all rights of conversion, exchange, and subscription and any other rights, privileges action or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except proceeding incident to the extent arising out Premises. The power of Lender’s gross negligence or willful misconduct, but attorney granted hereby is a power coupled with an interest and irrevocable. Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in undertake any of the Loan Documents foregoing actions, and, if Lender should do so, it shall have no liability to survive satisfaction Borrower for the sufficiency or adequacy of the Note), Lender’s rights under this Agreement shall automatically terminate and any such actions taken by Lender, at Pledgor’s cost and expense, shall execute and deliver except if such actions are determined by a court of competent jurisdiction to Pledgor, constitute willful misconduct or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all gross negligence on the part of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If In the event of the occurrence of an Event of Default shall occur and be continuing, (a) Lender shall will have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part take possession of the Collateral or for any delay in doing so, nor shall it be under any obligation and to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person maintain such possession on Obligors' premises or to take any other action whatsoever with regard to remove the Collateral or any part thereof. thereof to such places as Lender may desire. If Lender exercises its right to take possession of the Collateral, Obligors will, upon Lender's demand, assemble the Collateral and make it available to Lender at a place reasonably convenient to both parties; (b) Lender shall have, in addition to all other rights provided herein, the rights and remedies of a secured party under the Uniform Commercial Code; (c) Upon satisfaction Lender may sell and deliver any or all Receivables and any or all other security and Collateral held by Lender or for Lender at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as Lender deems advisable, at Lender's sole discretion; and (d) in full of the Debt addition to all other sums due Lender, Obligors will pay to Lender all costs and expenses incurred by Lender, including attorneys' fees, to obtain or enforce payment of all amounts owed on Receivables or the Note (exclusive Obligations, or in the prosecution or defense of any indemnification action or other obligations which are expressly stated in proceeding either against Lender or against any Obligor concerning any matter arising out of or connected with this Agreement or the Collateral or the Loan Documents or otherwise due pursuant to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to each Obligor at each Obligor's address as set forth herein at least five (5) days before the time of sale or other disposition. Lender may be the purchaser at any such sale, if it is public, and, in the event Lender is the purchaser, Lender shall itself perform have all the rights of a good faith, bona fide purchaser for value from a secured party after default. The proceeds of sale shall be applied first to all costs and expenses of sale, including attorneys' fees, and second to the payment (in whatever order Lender elects) of all Obligations, and any remaining proceeds shall be applied in accordance with the provisions of Article 9 of the Uniform Commercial Code. Obligors shall remain liable to Lender for any deficiency. Failure by Lender to exercise any right, remedy or complyoption under this Agreement or any of the other Loan Documents or in any other agreement between any Obligor and Lender, or otherwise cause performance delay by Lender in exercising the same will not operate as a waiver by Lender unless it is in writing and signed by Lender and then only to the extent specifically stated. Neither Lender nor any party acting as Lender's attorney pursuant to this Agreement shall be liable for any error of judgment or compliance, with such agreement, mistake of fact or law. Lender's rights and remedies under this Agreement will be cumulative and not exclusive of any other right or remedy which Lender may have. Nothing in this Agreement shall be construed to modify or limit the reasonable expenses unconditional right of Lender incurred in connection its sole discretion to demand full or partial payment of the principal of, and interest on, any demand Obligation. The right to make demand on any such demand Obligation shall exist whether or not Obligors are in compliance with such performance the covenants or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand conditions contained in this Agreement or in any other agreements between Obligors and shall constitute obligations secured herebyLender.

Rights of Lender. (a) If an Event of Default shall occur have occurred and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur have occurred and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and all corporate, limited liability company interests of Pledgor membership rights, and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Securities and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options ​ pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, Borrower or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty or obligation to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the NoteDebt), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute prepare and deliver to Pledgor, Pledgor (or shall authorize Pledgor to prepare and file, ) a UCC-3 termination statements statement or similar documents and agreements reasonably requested by Pledgor to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and and, promptly upon requestrequest of Xxxxxxx, Lender shall, or shall cause Agent to, deliver return to Pledgor any tangible evidence of the certificates evidencing the Pledged Securities and any limited liability powers to PledgorCollateral actually in its possession. (d) Pledgor Xxxxxxx also authorizes LenderXxxxxx, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect LenderXxxxxx’s interest in the Collateral and shall not impose any duty or obligation upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, directors or employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein or any of the other Loan Documents and LenderLender after expiration of all applicable notice, grace and cure periods, as provided for by the terms of this AgreementAgreement or the relevant Loan Document(s), shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company company, partnership interests and shares of stock and other rights, as applicable, of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer Issuers (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Pledged Securities and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 UCC 3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers, limited partnership powers or stock powers, as applicable, to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor Borrower to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall (unless such Event of Default is an Event of Default specified in Sections 8.4, 8.5, or 8.6 of the Loan Agreement, in which case no such notice need be given) give notice of its intent to exercise its rights hereunder to the Pledgors, in which case: (i) all rights of the Pledgors (A) to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 6 hereof shall, upon written notice to the Pledgors by Lender, cease and (B) to receive the dividends, distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 6 hereof shall automatically cease; (ii) all dividends, distributions and interest payments that are received by the Pledgors contrary to the provisions of subsection (i) shall be received in trust for Lender, shall be segregated from other property and funds of the Pledgors and shall be forthwith paid over to Lender, in the same form as so received (with any necessary endorsement); (iii) Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds dividends or other property received or income paid in respect of the Pledged Securities and the other Collateral Stock and make application thereof to the Debt, Obligations as provided in such order as Lender, in its sole discretion, may elect, subject to and in accordance with Section 2.4(b) of the Loan Documents. If an Event Agreement; and (iv) all shares of Default shall occur and be continuing, then all such the Pledged Securities at Lender’s option, Stock shall be registered in the name of Lender or its nominee (if not already so registered)nominees, and Lender or its nominee nominees may thereafter exercise exercise: (iA) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests corporate and other rights of Pledgor or as set forth in the organizational documents pertaining to such shares of the Issuer Pledged Stock at any meeting of shareholders of the Pledgors' Subsidiaries or otherwise and (iiB) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such shares of the Pledged Securities Stock as if it were Lender was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational corporate structure of Issuerthe Pledgors' Subsidiaries, or upon the exercise by Pledgor the Pledgors or Lender Lender, of any right, privilege or option pertaining to such shares of the Pledged SecuritiesStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may reasonably determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor the Pledgors or the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Debt Obligations or against any other collateral security therefor, guarantee thereof therefor or right of offset with respect thereto. Neither Lender nor its directors, officers, employees or agents shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing soso (except as finally determined by a court of competent jurisdiction to have arisen solely from Lender's gross negligence or willful misconduct), nor shall it Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. Subject to the provisions of the Loan Documents, Lender shall have the immediate and continuing right to demand, collect, receive and receipt for all Rents and Proceeds of Production and other payments assigned hereunder, and Lender is hereby appointed agent and attorney-in-fact of Trustor for the purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Lender deems necessary in order for Lender to collect and receive such payments. In addition, Trustor agrees that, upon the request of Lender, it will promptly execute and deliver to Lender such transfer orders, payment orders, division orders and other instruments as Lender may deem necessary, convenient or appropriate in connection with the payment and delivery directly to Lender of all Proceeds of Production and other payments assigned hereunder. Trustor hereby authorizes and directs that, upon the request of Lender, all purchasers, transporters and other parties now or hereafter purchasing any of the Minerals or any other interest of Trustor (a) If an Event whether now owned or hereafter acquired by operation of Default law or otherwise), in, to or relating to the Trust Property or to any of the estates, property, rights or other interests included in the Trust Property, or any part thereof, or now or hereafter having in their possession or control any production from or allocated to the Trust Property or any other interest of Trustor (whether now owned or hereafter acquired by operation of law or otherwise), in, to or relating to the Trust Property, or any part thereof, or the proceeds therefrom, or now or hereafter otherwise owing monies to Trustor under contracts and agreements herein assigned, shall, until Lender directs otherwise, pay and deliver such proceeds, production or amounts directly to Lender at Lender’s address set forth in the introduction to this Deed of Trust, or in such other manner as Lender may direct such parties in writing, and this authorization shall occur continue until the assignment of Rents, Production and Proceeds of Production and other payments contained herein is released and reassigned. Trustor agrees that all division orders, transfer orders, receipts and other instruments that Lender may from time to time execute and deliver for the purpose of collecting and receipting for such Rents and Proceeds of Production or other payments may be continuingrelied upon in all respects, and that the same shall be binding upon Trustor and its successors and assigns. No payor making payments to Lender at its request under this assignment or other payments to Lender shall have any responsibility to see to the application of any of such funds, and any party paying or delivering Rents and Proceeds of Production or other amounts to Lender under such assignments shall be released thereby from any and all liability to Trustor to the full extent and amount of all payments so delivered. Trustor agrees to indemnify and hold harmless any and all parties making payments to Lender, at the request of the Lender under this assignment against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees and legal expenses resulting from the delivery of such payments to Lender. Should Lender bring suit against any third party for collection of any amounts or sums included within this assignment (and Lender shall have the right to receive bring any and all incomesuch suit), cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, it may xxx either in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered own name or in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerTrustor, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingboth. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. Guarantor agrees that Xxxxxx may deal exclusively with Borrower in all matters relating to the Loan without notice to or the approval of Guarantor. It is intended that Guarantor shall remain fully liable regardless of any act or omission by Lender that might otherwise directly or indirectly result, by operation of law or otherwise, in the discharge or release in whole or in part of Borrower, any other Guarantor, or any other person, or the discharge, release, or impairment of the Property or any other collateral now or hereafter held as security for any of the obligations under the Loan Documents (collectively, including the Property, the “Collateral”). Without limiting the generality of the foregoing, Guarantor agrees that Lender may do or fail to do any of the following one or more times, without notice to or the approval of Guarantor, and without diminishing, altering, or otherwise affecting the absolute, unconditional, and irrevocable liability of Guarantor hereunder: (a) If an Event Lender may agree with Borrower on any modification, extension, renewal, and replacement of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities terms and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with conditions of the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. ; (b) The rights of Lender under this Agreement shall not be conditioned may extend, renew, accelerate, or contingent upon otherwise change the pursuit by Lender time for payment and performance of any right or remedy against Pledgor or against of the obligations under the Loan Documents; (c) Lender may release Borrower, any other Person which may be or become liable in respect of all Guarantor, or any part other person having any liability under the Loan Documents, (d) Lender may release, surrender, substitute, or exchange any of the Debt Collateral; (e) Lender is not required to marshal assets and may direct the order or against any other security therefor, guarantee thereof or right manner of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part sale of the Collateral or for any delay as Lender may determine in doing so, nor shall it be under any obligation its discretion; (f) Lender may apply the Collateral to sell or otherwise dispose the repayment of any Collateral upon amounts owing to Lender under the request of Pledgor Loan Documents in any order Lender may determine in its discretion, (g) Lender may forbear from pursuing Borrower, any other Guarantor or any other Person person, or to take forbear from foreclosing or otherwise realizing upon any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note Collateral; (exclusive of any indemnification h) Lender may impair or other obligations which are expressly stated fail to perfect a security interest in any of the Loan Documents Collateral; (i) Lender may sell the Collateral in any manner it may determine in its discretion, without notice to survive satisfaction of the Note)Guarantor and whether or not such sale is commercially reasonable. Similarly, Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver Lender is not required to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assignw) all notify Guarantor of Lender’s rights under acceptance of this Agreement and all other Guaranty; (x) notify Guarantor when Lender advances Loan Documents and upon requestproceeds, Lender shallextends credit to Borrower, or shall cause Agent topays any obligations of Borrower; (y) notify Guarantor of any default under the Loan Documents; or (z) make presentment and demand for payment, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or complyprotest, or otherwise cause performance or compliance, with such agreement, the reasonable expenses notice of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand protest, dishonor and shall constitute obligations secured herebynonpayment.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right right, to the extent not prohibited by applicable law, to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and upon either (x) prior written notice of the existence of an Event of Default or alternatively (y) two (2) Business Days’ prior written notice from the Lender to Pledgor of the Lender’s intention to exercise such rights (a “Voting Rights Notice”), Lender or its nominee may thereafter exercise (i) all voting, voting and all limited liability company interests of Pledgor membership and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerSixth Mezzanine Borrower, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing soso (except to the extent of Lender’s gross negligence or willful misconduct), nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and (other than contingent obligations or liabilities) including the payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and LenderLender shall, at Pledgor’s sole cost and expenseexpense (including reasonable attorneys’ fees and disbursements), shall execute and deliver to Pledgor, or shall authorize Pledgor or its authorized representatives to file, UCC-3 termination statements or similar documents and agreements required to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver to the applicable Pledgor all certificates evidencing representing the Pledged Securities and any limited liability powers all other possessory Collateral delivered to PledgorLender in connection with the Loan. (d) After the occurrence and during the continuance of an Event of Default, Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall may not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, or employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If After the occurrence and during the continuance of an Event of Default, if Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable and customary expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on within three (3) Business Days after demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the Interests or other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities Interests at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, voting and limited liability company interests of Pledgor all equity and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, any Issuer or upon the exercise by Pledgor Borrower or Lender of any right, privilege or option pertaining to such Pledged SecuritiesInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute and deliver to Pledgor, or shall authorize Pledgor to file, Borrower UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents (other than those rights expressly stated in the Loan Documents to survive termination) and upon request, Lender shall, to return any shares of capital stock (or shall cause Agent to, deliver the other certificates evidencing the Pledged Securities Interests) pledged pursuant to the terms hereof and any limited liability powers to Pledgorin the possession of Lender. (d) Pledgor Borrower also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereofherein, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders Lender shall be responsible to Pledgor Borrower for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor Borrower fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreementagreements, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor Borrower to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If Subject to the terms of the Mezzanine Loan Documents, if an Event of Default shall occur have occurred and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and Company Interests or the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Mezzanine Loan Documents. If an Event of Default shall occur have occurred and be continuing, then all such Pledged Securities Company Interests at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and all regular limited liability company interests of Pledgor membership and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control Company Interests and/or the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Collateral and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Company Interests as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, the Pledged Entity or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged SecuritiesCompany Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon the satisfaction in full of the Debt and payment of all amounts owed on the Note Obligations (exclusive of any indemnification or other obligations which are expressly stated in any of the Mezzanine Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Mezzanine Loan Documents Documents, and upon request, Lender shall, or shall cause Agent to, deliver promptly return to Pledgor any certificated Collateral and the certificates evidencing assignments in blank of the Pledged Securities and any limited liability powers to PledgorCompany Interests. (d) Pledgor also authorizes Lender, at any time and from time to time, following the occurrence and during the continuance of an Event of Default, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, hereunder except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable out-of-pocket expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If The Guarantor authorizes Lender, without notice, demand or additional reservation of rights against the Guarantor and without affecting the Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate or otherwise change the time for payment of, the terms of or the interest on the Indebtedness or any part thereof; (ii) to accept from any person or entity and hold collateral for the payment of the Indebtedness or any part thereof, and to exchange, enforce or refrain from enforcing, or release such collateral or any part thereof; (iii) to accept and hold any indorsement or guaranty of payment of the Indebtedness or any part thereof or any negotiable instrument or other writing intended by any party to create an Event accord and satisfaction with respect to the Indebtedness or any part thereof, and to discharge, terminate, release, substitute, replace or modify any such obligation of Default shall occur any such indorser or guarantor, or any person or entity who has given any security interest in any collateral as security for the payment of the Indebtedness or any part thereof, or any other person or entity in any way obligated to pay the Indebtedness or any part thereof, and be continuingto enforce or refrain from enforcing, Lender shall have or compromise or modify, the right terms of any obligation of any such indorser, guarantor, person or entity; (iv) to receive dispose of any and all income, cash dividends, distributions, proceeds or other property received or paid collateral securing the Indebtedness in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order any manner as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered)deem appropriate, and Lender to direct the order or its nominee may thereafter exercise (i) all voting, manner of such disposition and limited liability company interests the enforcement of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights indorsements and guarantees relating to the Indebtedness or any part thereof as Lender, in its sole discretion, may determine; and (v) to determine the manner, amount and time of conversionapplication of payments and credits, exchangeif any, and subscription and to be made on all or any other rights, privileges part of any component or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all components of the Pledged Securities upon the mergerIndebtedness (whether principal, consolidationinterest, reorganizationfees, recapitalization or other fundamental change in the organizational structure of Issuercosts and expenses, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineotherwise), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights Guarantor hereby waives promptness, diligence, notice of Lender acceptance and any other notice with respect to any of the Indebtedness of Borrower under this Agreement shall not be conditioned Guaranty, and any requirement that Lender protect, secure, perfect, continue to perfect or contingent upon the pursuit by Lender of insure any security interest or lien on any property subject thereto or exhaust any right or remedy take any action against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Borrower or any other Person person or to take any other action whatsoever with regard to the Collateral entity or any part thereofcollateral securing payment of any Indebtedness or the Guarantor's obligation hereunder. If any default shall be made in the payment of any Indebtedness, the Guarantor agrees to pay any and all Indebtedness in full. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other The Guarantor's obligations which are expressly stated in hereunder shall not be affected by any of the Loan Documents following, all of which the Guarantor hereby waives: (i) the invalidity, unenforceability, propriety of manner of enforcement of, or loss or change in priority of any security interest or other lien securing payment of any Indebtedness or the Guarantor's obligation hereunder; (ii) any taking, holding, continuation, collection, modification, leasing, impairment, surrender or abandonment of, or any failure to survive protect, preserve or insure, any such collateral; (iii) any delay in the exercise or waiver of, any failure to exercise, or any forbearance in the exercise of, any right or remedy of Lender or any person against the Guarantor, Borrower or any person or relating to the Indebtedness or any part thereof or the collateral therefor; (iv) failure of the Guarantor to receive notice of any intended disposition of such collateral; (v) any defense arising by reason of the cessation from any cause whatsoever of liability of Borrower including, without limitation, any failure, delay, waiver, forbearance, negligence or omission by Lender in enforcing its claims against Borrower or any collateral therefor including, without limitation, any failure to make, prove, or vote any claim relating to the Indebtedness or any collateral therefor in any case or proceeding pursuant to the Federal Bankruptcy Code or any similar law, or any satisfaction of the Note)Indebtedness or any part thereof by reason of the failure of Lender to recover against any collateral therefor or the failure of Lender to obtain a judgment for any deficiency; (vi) any release, settlement, composition, adjustment, compromise, replacement, cancellation, discharge, assignment, sale, exchange, conversion, participation or other transfer or disposition of any obligation of Borrower or of any collateral thereof; (vii) the creation of any security interest, lien or other encumbrance in favor of any person other than Lender’s rights under this Agreement shall automatically terminate and ; (viii) any refusal or failure of Lender or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or Lender's or any other party's receipt of notice of such refusal or failure; (ix) any refusal or failure of Lender or any other person to provide to the Guarantor any information relating to Borrower, at Pledgor’s cost and expenseany other guarantor or indorser or any person or entity who has given any collateral as security for the payment of the Indebtedness or any information relating to Borrower's, shall execute and deliver to Pledgorthe Guarantor's or any such indorser's, person's or entity's financial condition, business or assets, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to timeif such information is provided, to execute, provide such information completely and accurately; (x) any change in connection with the sale provided for in Sections 9 ownership or 10 hereof, management of Borrower; and (xi) the expiration of the period of any endorsements, assignments or other instruments statute of conveyance or transfer limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the CollateralIndebtedness or a part thereof or any collateral therefor. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) subject to the terms of this Pledge, Pledgor authorizes Lender, without notice or demand and without affecting Pledgor's liability or Lender's rights hereunder or with respect to the Obligations, from time to time: (i) to take and hold security other than the Collateral for the payment or performance of the Obligations or any part thereof, and to exchange, enforce, waive and release the Collateral or any part thereof or any such other security; and (ii) to apply the Collateral or any other security and to direct the order or manner of sale thereof as Lender in its discretion may determine. (b) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other distributions of property received or and any and all amounts paid in respect of the Pledged Securities and the other Collateral Interests and make application thereof to the DebtObligations, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities Interests at Lender’s option, 's option shall be registered in the name of Lender or its nominee (if not already so registered)nominee, and Lender or its nominee may thereafter exercise (ix) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer pertaining to such Pledged Interests and (iiy) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerHoldings, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged SecuritiesInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bc) The rights of Lender under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor Holdings or against any other Person person or entity which may be or become liable in respect of all or any part of the Debt Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Holdings or any other Person person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of . Pledgor waives any indemnification or other obligations which are expressly stated in right it may have to require Lender to pursue any third party for any of the Obligations. Pledgor hereby waives any and all requirements that Lender institute any action or proceeding at law or in equity against Pledgor or exhaust its remedies in respect of any other security for the Loan Documents as a condition precedent to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all exercise of Lender’s 's rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer remedies with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely Collateral pursuant to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms provisions of this Agreement, shall itself perform . Pledgor waives any defenses by reason of any disability or complyother defense of any person, or otherwise by reason of the cessation from any cause performance or compliance, with such agreement, whatsoever of the reasonable expenses liability of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured herebyany other person.

Rights of Lender. Subject to the provisions of the Loan Documents, Lender shall have the immediate and continuing right to demand, collect, receive and receipt for all Proceeds of Production and other payments assigned hereunder, and Lender is hereby appointed agent and attorney-in-fact of Trustor for the purpose of executing any release, receipt, division order, transfer order, relinquishment or other instrument that Lender deems necessary in order for Lender to collect and receive such payments. In addition, Trustor agrees that, upon the request of Lender, it will promptly execute and deliver to Lender such transfer orders, payment orders, division orders and other instruments as Lender may deem necessary, convenient or appropriate in connection with the payment and delivery directly to Lender of all Proceeds of Production and other payments assigned hereunder. Trustor hereby authorizes and directs that, upon the request of Lender, all purchasers, transporters and other parties now or hereafter purchasing any of the Minerals or any other interest of Trustor (a) If an Event whether now owned or hereafter acquired by operation of Default law or otherwise), in, to or relating to the Lands or to any of the estates, property, rights or other interests included in the Trust Property, or any part thereof, or now or hereafter having in their possession or control any production from or allocated to the Trust Property or any other interest of Trustor (whether now owned or hereafter acquired by operation of law or otherwise), in, to or relating to the Trust Property, or any part thereof, or the proceeds therefrom, or now or hereafter otherwise owing monies to Trustor under contracts and agreements herein assigned, shall, until Lender directs otherwise, pay and deliver such proceeds, production or amounts directly to Lender at Lender’s address set forth in the introduction to this Deed of Trust, or in such other manner as Lender may direct such parties in writing, and this authorization shall occur continue until the assignment of Production and Proceeds of Production and other payments contained herein is released and reassigned. Trustor agrees that all division orders, transfer orders, receipts and other instruments that Lender may from time to time execute and deliver for the purpose of collecting and receipting for such Proceeds of Production or other payments may be continuingrelied upon in all respects, and that the same shall be binding upon Trustor and its successors and assigns. No payor making payments to Lender at its request under the assignment of Proceeds of Production and other payments contained herein shall have any responsibility to see to the application of any of such funds, and any party paying or delivering Proceeds of Production or other amounts to Lender under such assignments shall be released thereby from any and all liability to Trustor to the full extent and amount of all payments, Proceeds of Production and other payments so delivered. Trustor agrees to indemnify and hold harmless any and all parties making payments to Lender, at the request of the Lender under the assignment of Production and Proceeds of Production contained herein, against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees and legal expenses resulting from the delivery of such payments to Lender. Should Lender bring suit against any third party for collection of any amounts or sums included within the assignment of Production and Proceeds of Production contained herein (and Lender shall have the right to receive bring any and all incomesuch suit), cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, it may xxx either in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered own name or in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerTrustor, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingboth. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) Lender shall have no liability hereunder with respect to the Collateral other than as a result of Lender's gross negligence or willful misconduct, it being understood that Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor shall Lender be under any obligation to take any action whatsoever with regard thereto. If an Event of a Default shall occur under the Loan Agreement has occurred and be is continuing, Lender shall have the right to receive may, with any and all income, cash dividends, distributions, proceeds or other property received or paid notice by Lender as provided for in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuingAgreement, then exercise all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities any Collateral as if it were the absolute owner thereof (includingthereof, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (b) The For the purpose of enabling the Lender to exercise its rights of Lender under this Agreement shall not be conditioned SECTION 6 or contingent upon otherwise in connection with this Agreement, Borrower hereby (i) constitutes and appoints the pursuit by Lender of (and any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt Lender's officers, employees or against agents designated by the Lender) its true and lawful attorney in fact, with full power and authority to execute any notice, assignment, endorsement or other security thereforinstrument or document, guarantee thereof and to do any and all acts and things for and on behalf of Borrower, which the Lender may deem necessary or right desirable (including, without limitation, exercise of offset rights under the Registration Rights Agreement) to protect, collect, realize upon and preserve the Pledged Securities, to enforce the Lender's rights with respect thereto. Lender shall not be liable for any failure to demandthe Pledged Securities and to accomplish the purposes hereof, collect or realize upon and (b) revokes all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever previous proxies with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with appoints the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer Lender as its proxyholder with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely Pledged Securities to protect Lender’s interest in attend and, following a Default under the Collateral and shall not impose any duty upon Loan Agreement, notice of which Default has been provided by Lender to exercise Borrower, vote at any and all meetings of the shareholders, partners or members of PLRE held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Each such powersappointment is coupled with an interest and irrevocable so long as any portion of the Loan remains outstanding or the Obligations have not been indefeasibly paid and performed in full. Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be accountable only for amounts that it actually receives as a result done by virtue of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductin compliance with this SECTION 6. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuingoccur, the Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds dividends or other property received or distributions paid in respect of the Pledged Securities and the other Collateral and make application thereof to the DebtLoan, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuingoccur, then all such Pledged Securities at Lender’s option, 's option shall be registered in the name of Lender or its nominee (if not already so registered)nominee, and Lender or its nominee may thereafter exercise (i) all voting, and all limited liability company interests of Pledgor and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Securities and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, the Pledgor or upon the exercise by Pledgor or the Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but the Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. Any part or all of the Pledged Collateral held by Collateral Agent for the benefit of Lender may, without notice, but only during the continuance of an Event of Default shall occur and Default, be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in transferred into the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter without notice, exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests Voting Rights and other rights of Pledgor or as set forth in the organizational documents respect of the Issuer and (ii) Pledged Collateral, including the exercise of any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to such in respect of the Pledged Securities Collateral, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine)thereof, all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence Lender or willful misconductits nominee; provided, but however, that Lender or its nominee shall have no duty to exercise any such rightof the foregoing actions, privilege or option and shall not be responsible any liability for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for the consequence of any failure to demandVoting Rights cast or given by Lender in accordance with this Agreement, collect or realize upon all or any part of the Collateral or except for any delay in doing sosuch liability resulting solely from Lender’s gross negligence, nor shall it be under any obligation to sell bad faith or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofwillful misconduct. (c) Upon satisfaction Except as otherwise expressly set forth in full this Agreement, and except to the extent caused by Lender’s gross negligence, bad faith or willful misconduct, Lender shall have no liability to Pledgor with respect to the receipt and application by Lender of Distributions, the Debt and payment of all amounts owed on the Note (exclusive holding by Lender of any indemnification or other obligations which are expressly stated Pledged Collateral pursuant to and in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under accordance with this Agreement and all the other Loan Documents and upon request, Lender shallDocuments, or shall cause Agent toLender’s taking, deliver or failure to take, any action (including the certificates evidencing the obtaining of insurance) with respect to any Pledged Securities and any limited liability powers to PledgorCollateral. (d) Pledgor also hereby authorizes LenderLender in its absolute discretion, at any time and from time prior to time, the termination of this Agreement pursuant to execute, in connection with the sale provided for in Sections 9 or 10 Section 5 hereof, (i) to file any endorsementsand all financing and continuation statements in any jurisdiction or jurisdictions that Lender deems appropriate (including, assignments or other instruments of conveyance or transfer without limitation, all initial financing statements and continuation statements), naming Pledgor as debtor, with respect to any of the Collateral. Pledged Collateral (eincluding such as may be necessary to renew, extend and continue the perfection of the Security Interest of Lender) The powers conferred on Lender hereunder are solely without consent of or authentication by Pledgor and consents to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives a photocopy or other reproduction of this Agreement or of a financing statement being sufficient as a result of financing statement; and (ii) to file UCC financing statements indicating that the exercise of collateral covered by such powers, and neither it nor any of its officers, directors, employees financing statements is “all assets in which Pledgor now or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconducthereafter has rights. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.”

Rights of Lender. (a) If Lender may, at its option, declare all or any part of the Indebtedness, any other Subsequent Loan Note, or the Promissory Notes to be immediately due upon giving thirty (30) days written notice to Debtor upon the occurrence of any Event of Default. (b) Upon the occurrence of any Event of Default, Lender’s rights with respect to the Collateral shall be those of a secured party under the Uniform Commercial Code and any other applicable law in effect from time to time. (c) Debtor agrees that any notice by Lender of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least fourteen (14) days before the action, to the Debtor’s address as above first written, or to any other address which Debtor has specified in writing to Lender as the address at which notices shall be given to Debtor. (d) Upon Debtor’s failure to perform any of its duties hereunder, Lender may, but shall not be obligated to, perform any such duties, and Debtor shall forthwith upon demand reimburse Lender for any expenses incurred by Lender in so doing. Debtor shall pay all costs and expenses incurred by Lender in enforcing this Agreement, realizing upon any Collateral, and collecting any Indebtedness whether or not suit is brought and whether incurred in connection with collection, trial, appeal, bankruptcy, post-judgment collection, or otherwise; and shall be liable for any deficiencies in the event the proceeds of disposition of the Collateral do not satisfy the Indebtedness in full. (e) Whether or not an Event of Default shall occur and be continuinghas occurred, Debtor authorizes Lender shall have the right to receive any and all incomeincome from the instruments constituting the Collateral to which Debtor may be entitled until this Agreement has been terminated, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the terms of each Subsequent Loan DocumentsNote. If Debtor will not demand or receive any income from the instruments constituting Collateral until the Indebtedness has been paid in full, and if Debtor receives any such income, Debtor will pay it to Lender within Five (5) days of its receipt thereof without demand. Lender may apply the net cash receipts of such income to payment of any of the Indebtedness, but Lender shall account for and pay over to Debtor any income remaining after full payment of the Indebtedness. (f) Whether or not an Event of Default shall occur has occurred, Debtor authorizes Lender to receive any increase in any instruments constituting Collateral and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in any distribution upon the name dissolution and liquidation of Lender or its nominee (if not already so registered)the Partnership, and Lender to surrender such partnership interests or its nominee may thereafter exercise (i) all votingany part thereof in exchange therefor, and limited liability company interests to hold the receipt from any such distribution or increase as part of Pledgor pertaining the Collateral; provided, however, that Lender need not collect interest on or principal of any Collateral or give any notice of nonpayment with respect to such principal or interest. If Debtor receives any such increase, profits or distribution, Debtor will deliver such receipts promptly to Lender, to be held by Lender as provided in this paragraph. (g) Debtor agrees that in any sale of the Pledged SecuritiesCollateral, including, without limitation, all rights Lender is hereby authorized to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and comply with any limitation or restriction in accordance connection with such voting and beneficial interests and other rights sale as it may be advised by counsel is necessary in order to avoid any violation of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof applicable law (including, without limitation, compliance with RD regulations and compliance with such procedures as may restrict the right number of prospective bidders and purchasers of any securities or other instruments, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to exchange at its discretion persons who will represent and agree that they arr purchasing for their own account or investment and not with a view to the distribution or resale of such Collateral, or in order to obtain any and all required approval of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization sale or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities purchase by any governmental regulatory authority or official); and Debtor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Lender be liable or accountable to Debtor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any committee, depositary, transfer agent, registrar such limitation or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received restriction. Debtor further agrees that any sales by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure considered to demand, collect or realize upon all or any part be other than “public sales” within the meaning of Section 9-504 of the Collateral Uniform Commercial Code because such sales or for solicitations are structured to comply with such limitations or restrictions, the intent of the parties being that any delay in doing so, nor shall it public sale be under any obligation subject to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofsuch limitations and restrictions. (ch) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive occurrence of any indemnification or other obligations which are expressly stated in any Event of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon requestDefault, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and may exercise any rights that Debtor has as a limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer partner with respect to the Collateral. (ei) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powersTHIS SECURITY AGREEMENT, THE RIGHTS OF THE PARTIES HEREUNDER AND THE INTERPRETATION HEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powersAT THE OPTION OF LENDER, and neither it nor any of its officersTHIS SECURITY AGREEMENT MAY BE ENFORCED IN ANY UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA OR THE STATE COURT SITTING IN MINNEAPOLIS, directorsMINNESOTA; DEBTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT JURISDICTION IN SUCH FORUMS IS NOT PROPER OR THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT AN ACTION IS COMMENCED IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS SECURITY AGREEMENT, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunderLENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE DESCRIBED, except for its or their gross negligence or willful misconductOR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. If Lender exercises its rights or remedies under the Loan Documents, or any of them, then Lender shall be entitled, but not obligated, to exercise any and all claims, rights, powers, privileges and remedies of Borrower under the Lease and shall be further entitled to the benefits of and to receive and enforce performance of all of the covenants, terms and conditions to be performed by Tenant under the Lease. Lender shall not, by execution of this Agreement, be or become subject to any liability or obligation to Tenant under the Lease or otherwise, unless and until Lender has obtained title to the Premises by foreclosure or otherwise, and then only to the extent of liabilities or obligations accruing subsequent to the date Lender acquires (and prior to the date it disposes of) title to the Premises; provided, however, that Lender shall not be: (a) If an Event liable for any act or omission of Default shall occur and be continuingany prior lessor (including Borrower) or subsequent lessor; (b) subject to any counterclaims, offsets, abatements, or defenses which Tenant might have against any prior lessor (including Borrower); (c) bound by any rent or additional rent which Tenant might have paid in advance to any prior lessor (including Borrower) for any period beyond the month in which Lender shall have succeeds to the right to receive interest of Borrower under the Lease; (d) responsible for any and all incomesecurity deposit, cash dividends, distributions, proceeds cleaning deposit or other property received or prepaid charge which Tenant may have paid in respect of the Pledged Securities and the other Collateral and make application thereof advance to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer any prior lessor (including the right Borrower) which has not been delivered to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and Lender (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but acknowledging that Lender shall have no duty to exercise any such right, privilege or option and shall not will be responsible for any failure to do so security deposit that is delivered or delay in so doing.obtained by Lender); (be) The rights of Lender under this Agreement shall not be conditioned bound by any previous amendment or contingent upon the pursuit by Lender of any right modification or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part termination of the Debt Lease or against by any other security thereforwaiver or forbearance by any prior landlord (including Borrower) unless the same was approved in writing by Lender; (f) responsible for the performance of (or contribution toward) any work to be done by the landlord under the Lease to render the Premises ready or available for occupancy by Tenant, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for required to remove any failure to demand, collect or realize upon all or any part of person occupying the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral Premises or any part thereof.; or (cg) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification personally liable under or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Lease (Tenant’s recourse being limited to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductProperty). (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If Section 15.1 Following the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral Company Interests and make application thereof to the DebtIndebtedness, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such the Pledged Securities Company Interests, at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and and, upon admission as a member of Borrower, Lender or its nominee may thereafter exercise (i) thereafter, during the continuance of such Event of Default, exercise, except to the extent expressly prohibited by law, all votingvoting and other rights, privileges and limited liability company interests of Pledgor options pertaining to the such Pledged SecuritiesCompany Interests, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Company Interests as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the such Pledged Securities Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, Borrower or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged SecuritiesCompany Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except except, as described in clause (d) below, to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) Section 15.2 The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt Indebtedness or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Section 15.3 Pledgor also authorizes LenderXxxxxx, at any time and from time to timetime following the occurrence and during the continuance of an Event of Default, to execute, in connection with the any sale provided for in Sections Section 9 or Section 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralCollateral to the extent necessary for Lender to exercise its rights under this Agreement. (e) Section 15.4 The powers conferred on Lender hereunder under this Section 8 are solely to protect LenderXxxxxx’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts or property that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, directors or employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their fraud, gross negligence or willful misconduct. (f) Section 15.5 If Pledgor fails to perform or comply with any of its agreements contained herein obligations under this Agreement and Lendersuch failure constitutes an Event of Default, as provided for by then if Lender performs, or causes performance of, such obligation in accordance with the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance(including reasonable out-of-pocket attorneys’ fees and disbursements), together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor reimbursed to Lender on within ten (10) Business Days following written demand by Lender to Pledgor, and shall constitute obligations secured hereby.

Rights of Lender. (a) If Upon the occurrence of an Event of Default shall occur and be continuingDefault, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debtright, in such order as addition to any other right or remedy of Lender, but not the obligation, in its sole discretionown name or in the name of Borrower, may elect, subject to and enter into possession of the Property; to perform all work necessary to complete the construction of the Improvements substantially in accordance with the Loan DocumentsPlans, Governmental Requirements, and the requirements of the Purchase Agreements (if any); and to employ watchmen and other safeguards to protect the Property. If an Event Borrower hereby appoints Lender as the attorney-in-fact of Default shall occur Borrower, with full power of substitution, and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Borrower, if Lender elects to do so, upon the occurrence of an Event of Default, to (a) use such sums as are necessary,, including any proceeds of the Loan and the Borrower's Deposit, make such changes or its nominee (if not already so registered)corrections in the Plans, and Lender or its nominee may thereafter exercise (i) all votingemploy such engineers, and limited liability company interests contractors as may be required for the purpose of Pledgor pertaining to completing the Pledged Securities, including, without limitation, all rights to control construction of the Issuer (including the right to remove and/or replace directors and managers) pursuant to and Improvements substantially in accordance with such voting the Plans, Governmental Requirements, and beneficial interests the requirements of the Purchase Agreements (if any), (b) execute all applications and other rights of Pledgor or as set forth certificates in the organizational documents name of Borrower which may be required for completion of construction of the Issuer Improvements, (c) endorse the. name of Borrower on any checks or drafts representing proceeds of the Insurance Policies, or other checks or instruments payable to Borrower with respect to the Property, (d) do every act with respect to the construction of the Improvements which Borrower may do, and (iie) prosecute or defend any and all rights of conversion, exchange, and subscription and any other rights, privileges action or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except proceeding incident to the extent arising out of Lender’s gross negligence or willful misconduct, but Property. The power-of-attorney granted hereby is a power coupled with an interest and irrevocable. Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in undertake any of the Loan Documents foregoing actions, and if Lender should do so, it shall have no liability to survive satisfaction Borrower for the sufficiency or adequacy of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductactions taken by Lender. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an At any time upon the occurrence and during the continuance of any Event of Default shall occur and be continuingDefault, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debtright, in such order as addition to any other right or remedy of Lender, but not the obligation, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered own name or in the name of Borrower, to enter into possession of all or any portion of the Property; to perform all work necessary to complete the construction, reconstruction, maintenance or renovation of or to operate the Property; and to employ watchmen and other safeguards to protect such Property. Borrower hereby appoints Lender or its nominee (if not already so registered)as the attorney-in-fact of Borrower, with full power of substitution, and in the name of Borrower, if Lender or its nominee may thereafter exercise (i) all votingelects to do so, at any time upon the occurrence and during the continuance of any Event of Default to use such sums as are necessary to make such alterations, repairs and renovations to the Property and employ such architects, engineers, and limited liability company interests contractors as may be required for the purpose of Pledgor pertaining to completing any construction, reconstruction, maintenance or renovation on the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and Property or any portion thereof substantially in accordance with such voting Governmental Requirements, applicable restrictive covenants and beneficial interests the Management Agreement, or to operate the Property or any portion thereof, (b) execute all applications and other rights of Pledgor or as set forth certificates in the organizational documents name of Borrower which may be required for completion of construction, maintenance or renovation of or for the operation of any of the Issuer Improvements, or for the benefit of the Property, (c) endorse the name of Borrower on any checks or drafts representing proceeds of the Insurance Policies, or other checks or instruments payable to Borrower with respect to the Property, (d) do every act with respect to the construction, repair, maintenance and operation of any of the Property or any portion thereof which Borrower may do, and (iie) prosecute or defend any and all rights of conversion, exchange, and subscription and any other rights, privileges action or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except proceeding incident to the extent arising out of Lender’s gross negligence or willful misconduct, but Property. The power-of-attorney granted hereby is a power coupled with an interest and is irrevocable. Lender shall have no duty obligation to exercise undertake any of the foregoing actions, and if Lender should do so, it shall have no liability to Borrower for the sufficiency or adequacy of any such rightactions taken by Lender. Notwithstanding the foregoing, privilege it is expressly understood that Lender assumes no liability or option and shall not be responsible responsibility for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender performance of any right duties of Borrower hereunder or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note)Documents, Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgorapplicable Governmental Requirements or restrictive covenants, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shallthe Management Agreement, or shall cause Agent toother control over the management and affairs of Borrower, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise nor by any such powers. action shall Lender shall be accountable only for amounts that it actually receives as deemed to create a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductpartnership with Borrower. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company company, partnership interests and shares of stock and other rights, as applicable, of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer Issuers (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Pledged Securities and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 UCC 3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers, limited partnership powers or stock powers, as applicable, to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. Any part or all of the Pledged Collateral held by Lender may, without notice, but only during an Event of Default shall occur and Default, be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in transferred into the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter without notice, exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests Voting Rights and other rights of Pledgor or as set forth in the organizational documents respect of the Issuer and (ii) Pledged Collateral, including the exercise of any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to such in respect of the Pledged Securities Collateral, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine)thereof, all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence Lender or willful misconductits nominee; provided, but however, that Lender or its nominee shall have no duty to exercise any such rightof the foregoing actions, privilege or option and shall not be responsible any liability for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for the consequence of any failure to demandVoting Rights cast or given by Lender in accordance with this Agreement, collect or realize upon all or any part of the Collateral or except for any delay in doing sosuch liability resulting solely from Lender’s gross negligence, nor shall it be under any obligation to sell bad faith or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofwillful misconduct. (c) Upon satisfaction Except as otherwise expressly set forth in full this Agreement, and except to the extent caused by Lender’s gross negligence, bad faith or willful misconduct, Lender shall have no liability to Pledgor with respect to the receipt and application by Lender of Distributions, the Debt and payment of all amounts owed on the Note (exclusive holding by Lender of any indemnification or other obligations which are expressly stated Pledged Collateral pursuant to and in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under accordance with this Agreement and all the other Loan Documents and upon request, Lender shallDocuments, or shall cause Agent toLender’s taking, deliver or failure to take, any action (including the certificates evidencing the obtaining of insurance) with respect to any Pledged Securities and any limited liability powers to PledgorCollateral. (d) Pledgor also hereby authorizes LenderLender in its absolute discretion, at any time and from time prior to time, the termination of this Agreement pursuant to execute, in connection with the sale provided for in Sections 9 or 10 Section 5 hereof, (i) to file any endorsementsand all financing and continuation statements in any jurisdiction or jurisdictions that Lender deems appropriate (including, assignments or other instruments of conveyance or transfer without limitation, all initial financing statements and continuation statements), naming Pledgor as debtor, with respect to any of the Collateral. Pledged Collateral (eincluding such as may be necessary to renew, extend and continue the perfection of the Security Interest of Lender) The powers conferred on Lender hereunder are solely without consent of or authentication by Pledgor and consents to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives a photocopy or other reproduction of this Agreement or of a financing statement being sufficient as a result of financing statement; and (ii) to file UCC financing statements indicating that the exercise of collateral covered by such powers, and neither it nor any of its officers, directors, employees financing statements is “all assets in which Pledgor now or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconducthereafter has rights. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.”

Rights of Lender. (a) If an Event of Default shall occur The Lender may rely on any document believed by it to be genuine and be continuing, to have been signed or presented by the proper person. The Lender shall have the right to receive need not investigate any and all income, cash dividends, distributions, proceeds fact or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered matter stated in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdocument. (b) The rights of Before the Lender under this Agreement shall not be conditioned acts or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which refrains from acting, it may be or become liable in respect of all or any part of the Debt or against any other security thereforrequire an Officer’s Certificate, guarantee thereof or right of offset or, with respect theretoto legal matters, an Opinion of Counsel. The Lender shall not be liable for any failure to demand, collect action it takes or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or omits to take any other action whatsoever with regard to the Collateral in good faith in reliance on an Officer’s Certificate or any part thereofOpinion of Counsel. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in The Lender may execute any of the Loan Documents to survive satisfaction of trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Note), Lender’s rights under this Agreement Lender shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgornot be responsible for any misconduct or negligence on the part of, or shall authorize Pledgor to filefor the supervision of, UCC-3 termination statements any such agent, attorney, custodian or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgornominee appointed with due care by it hereunder. (d) Pledgor also authorizes The Lender shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided, however, that the Lender’s conduct does not constitute gross negligence or willful misconduct, at any time as determined by a court of competent judgment by final and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralnon-appealable judgment. (e) The powers conferred on Lender hereunder are solely may consult with counsel, and the advice or opinion of counsel with respect to protect Lender’s interest in legal matters relating to this Agreement and the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender Term Loan shall be accountable only for amounts that full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it actually receives as a result of hereunder in good faith and in accordance with the exercise advice or opinion of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductcounsel. (f) If Pledgor fails The Lender shall not be bound to perform make any investigation into the performance of the Borrower under this Agreement or comply with any of its agreements contained herein and other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other document, but the Lender, as provided for by in its discretion, may make any further inquiry or investigation into those matters that it deems appropriate, and if the terms of this AgreementLender determines to inquire further, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, it shall be payable entitled to examine the books, records and premises of the Borrower, personally or by Pledgor to Lender on demand and shall constitute obligations secured herebyagent or attorney.

Rights of Lender. (a) If Administrative Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. Any part or all of the Pledged Collateral held by Administrative Agent may, without notice, but only during an Event of Default shall occur Default, be transferred into the name of Administrative Agent or its nominee and be continuingAdministrative Agent or its nominee may thereafter without notice, Lender shall have the right to receive any exercise all Voting Rights and all income, cash dividends, distributions, proceeds or other property received or paid rights in respect of the Pledged Securities and the other Collateral and make application thereof to the DebtCollateral, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights exercise of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to such in respect of the Pledged Securities Collateral, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine)thereof, all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence Administrative Agent or willful misconductits nominee; provided, but Lender however, that Administrative Agent or its nominee shall have no duty to exercise any such rightof the foregoing actions, privilege or option and shall not be responsible any liability for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender Administrative Agent shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose consequence of any Collateral upon the request of Pledgor Voting Rights cast or any other Person or to take any other action whatsoever given by Administrative Agent in accordance with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunderAgreement, except for its or their any such liability resulting solely from Administrative Agent’s gross negligence negligence, bad faith or willful misconduct. (fc) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, Except as provided for by the terms of otherwise expressly set forth in this Agreement, and except to the extent caused by Administrative Agent’s gross negligence, bad faith or willful misconduct, Administrative Agent shall itself perform or complyhave no liability to Borrower with respect to the receipt and application by Administrative Agent of Distributions, the holding by Administrative Agent of any Pledged Collateral pursuant to and in accordance with this Agreement and the other Loan Documents, or otherwise cause performance Administrative Agent’s taking, or compliancefailure to take, any action (including the obtaining of insurance) with respect to any Pledged Collateral. (d) Borrower hereby authorizes Administrative Agent in its absolute discretion, prior to the termination of this Agreement pursuant to Section 5 hereof, (i) to file any and all financing and continuation statements in any jurisdiction or jurisdictions that Administrative Agent deems appropriate (including, without limitation, all initial financing statements and continuation statements), naming Borrower as debtor, with respect to any of the Pledged Collateral (including such agreementas may be necessary to renew, extend and continue the reasonable expenses perfection of Lender incurred the Security Interest of Administrative Agent) without consent of or authentication by Borrower and consents to a photocopy or other reproduction of this Agreement or of a financing statement being sufficient as a financing statement; and (ii) to file UCC financing statements indicating that the collateral covered by such financing statements is “all assets in connection with such performance which Borrower now or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured herebyhereafter has rights.”

Rights of Lender. (a) If Lender shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor be under any obligation to take any action whatsoever with regard thereto. Any part or all of the Pledged Collateral held by Lender may, without notice, but only during the continuance of an Event of Default shall occur and be continuing, Lender shall have subject to the right to receive any terms of the Mezzanine Loan Documents and all incomeapplicable laws, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in transferred into the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter without notice, exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests Voting Rights and other rights of Pledgor or as set forth in the organizational documents respect of the Issuer and (ii) Pledged Collateral, including the exercise of any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to such in respect of the Pledged Securities Collateral, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine)thereof, all without liability except to account for property actually received by it Lender or its nominee and except to the extent arising out of for Lender’s gross negligence or negligence, bad faith and willful misconduct; provided, but however, that Lender or its nominee shall have no duty to exercise any such rightof the foregoing actions, privilege or option and shall not be responsible any liability for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose consequence of any Collateral upon the request of Pledgor Voting Rights cast or any other Person or to take any other action whatsoever given by Lender in accordance with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunderAgreement, except for its or their any such liability resulting solely from Lender’s gross negligence negligence, bad faith or willful misconduct. (fc) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, Except as provided for by the terms of otherwise expressly set forth in this Agreement, and except to the extent caused by Lender’s gross negligence, bad faith or willful misconduct, Lender shall itself perform or complyhave no liability to Borrower with respect to the receipt and application by Lender of Distributions pursuant to the terms hereof, the holding by Lender of any Pledged Collateral pursuant to and in accordance with this Agreement and the other Mezzanine Loan Documents, or otherwise cause performance Lender’s taking, or compliancefailure to take, any action (including the obtaining of insurance) with respect to any Pledged Collateral. (d) Borrower hereby authorizes Lender in its absolute discretion, prior to the termination of this Agreement pursuant to Section 5 hereof, (i) to file any and all financing and continuation statements in any jurisdiction or jurisdictions that Lender deems reasonably appropriate (including, without limitation, all initial financing statements and continuation statements), naming Borrower as debtor, with respect to any of the Pledged Collateral (including such agreementas may be necessary to renew, extend and continue the reasonable expenses perfection of Lender incurred the Security Interest of Lender) without consent of or authentication by Borrower and consents to a photocopy or other reproduction of this Agreement or of a financing statement being sufficient as a financing statement; and (ii) to file UCC financing statements indicating that the collateral covered by such financing statements is “all assets in connection with such performance which Borrower now or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured herebyhereafter has rights.”

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the Interests or other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities Interests at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, voting and limited liability company interests of Pledgor all equity and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, Mortgage Borrower or upon the exercise by Pledgor Borrower or Lender of any right, privilege or option pertaining to such Pledged SecuritiesInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except or as otherwise required under Section 9-207 of the UCC with respect to the extent arising out of Lenderproperty in a secured party’s gross negligence or willful misconductpossession, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute and deliver to PledgorBorrower, or shall authorize Pledgor Borrower to fileprepare and file without Lender’s signature, where permitted under Applicable Law, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver to return any shares of capital stock pledged pursuant to the certificates evidencing terms hereof and in the Pledged Securities and any limited liability powers to Pledgorpossession of Lender. (d) Pledgor Borrower also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders Lender shall be responsible to Pledgor Borrower for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor Borrower fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor Borrower to Lender on promptly after demand therefore and shall constitute obligations secured hereby.

Rights of Lender. If Lender exercises its rights or remedies under the Loan Documents, or any of them, then Lender shall be entitled, but not obligated, to exercise any and all claims, rights, powers, privileges and remedies of Landlord under the Lease and shall be further entitled to the benefits of and to receive and enforce performance of all of the covenants, terms and conditions to be performed by Tenant under the Lease. Lender shall not, by execution of this Agreement, be or become subject to any liability or obligation to Tenant under the Lease or otherwise, unless and until Lender has obtained title to the Premises by foreclosure or otherwise, and then only to the extent of liabilities or obligations accruing subsequent to the date Lender acquires (and prior to the date it disposes of) title to the Premises; PROVIDED, HOWEVER, that Lender shall not be: (a) If an Event liable for any act or omission of Default shall occur and be continuingany prior lessor (including Landlord) or subsequent lessor; or (b) subject to any counterclaims, offsets or defenses which Tenant might have against any prior lessor (including Landlord); (c) bound by any rent or additional rent which Tenant might have paid in advance to any prior lessor (including Landlord) for any period beyond the month in which Lender shall have succeeds to the right to receive interest of Landlord under the Lease; (d) responsible for any and all incomesecurity deposit, cash dividends, distributions, proceeds cleaning deposit or other property received or prepaid charge which Tenant may have paid in respect of the Pledged Securities and the other Collateral and make application thereof advance to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer any prior lessor (including the right Landlord) which has not been delivered to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and Lender (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but acknowledging that Lender shall have no duty to exercise any such right, privilege or option and shall not will be responsible for any failure to do so security deposit that is delivered or delay in so doing.obtained by Lender); (be) The rights of Lender under this Agreement shall not be conditioned bound by any previous amendment or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part modification of the Debt Lease or against by any other security thereforwaiver or forbearance by any prior landlord (including Landlord) unless the same was approved in writing by Lender; (f) responsible for the performance of (or contribution toward) any work to be done by the landlord under the Lease to render the Premises ready or available for occupancy by the Tenant, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for required to remove any failure to demand, collect or realize upon all or any part of person occupying the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral Premises or any part thereof.; or (cg) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification personally liable under or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Lease (Tenant's recourse being limited to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s 's interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductProperty). (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. If Lender exercises its rights or remedies under the Loan Documents, or any of them, then Lender shall be entitled, but not obligated, to exercise any and all claims, rights, powers, privileges and remedies of Borrower under the Lease and shall be further entitled to the benefits of and to receive and enforce performance of all of the covenants, terms and conditions to be performed by Tenant under the Lease. Lender shall not, by execution of this Agreement, be or become subject to any liability or obligation to Tenant under the Lease or otherwise, unless and until Lender has obtained title to the Premises by foreclosure or otherwise, and then only to the extent of liabilities or obligations accruing subsequent to the date Lender acquires (and prior to the date it disposes of) title to the Premises; provided, however, that Lender shall not be: (a) If an Event liable for any act or omission of Default shall occur and be continuing, any prior lessor (including Borrower) or subsequent lessor of which Lender shall have the right to did not receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and written notice in accordance with Section 4(b) hereof; (b) subject to any counterclaims, offsets, abatements, or defenses which Tenant might have against any prior lessor (including Borrower); (c) bound by any rent or additional rent which Tenant might have paid in advance to any prior lessor (including Borrower) for any period beyond the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered month in the name of which Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining succeeds to the Pledged Securitiesinterest of Borrower under the Lease; (d) responsible for any security deposit, including, without limitation, all rights cleaning deposit or other prepaid charge which Tenant may have paid in advance to control the Issuer any prior lessor (including the right Borrower) which has not been delivered to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and Lender (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but acknowledging that Lender shall have no duty to exercise any such right, privilege or option and shall not will be responsible for any failure to do so security deposit that is delivered or delay in so doing.obtained by Lender); (be) The rights of Lender under this Agreement shall not be conditioned bound by any previous amendment or contingent upon the pursuit by Lender of any right modification or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part termination of the Debt Lease or against by any other security thereforwaiver or forbearance by any prior landlord (including Borrower) unless the same was approved in writing by Lender; (f) responsible for the performance of (or contribution toward) any work to be done by the landlord under the Lease to render the Premises ready or available for occupancy by Tenant, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for required to remove any failure to demand, collect or realize upon all or any part of person occupying the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral Premises or any part thereof.; or (cg) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification personally liable under or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Lease (Tenant’s recourse being limited to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductProperty). (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) subject to the terms of this Pledge, Pledgor authorizes Lender, without notice or demand and without affecting Pledgor's liability or Lender's rights hereunder or with respect to the Obligations, from time to time: (i) to take and hold security other than the Collateral for the payment or performance of the Obligations or any part thereof, and to exchange, enforce, waive and release the Collateral or any part thereof or any such other security; and (ii) to apply the Collateral or any other security and to direct the order or manner of sale thereof as Lender in its discretion may determine. (b) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other distributions of property received or and any and all amounts paid in respect of the Pledged Securities and the other Collateral Interests and make application thereof to the DebtObligations, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities Interests at Lender’s option, 's option shall be registered in the name of Lender or its nominee (if not already so registered)nominee, and Lender or its nominee may thereafter exercise (ix) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer pertaining to such Pledged Interests and (iiy) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerProperty Owner, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged SecuritiesInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bc) The rights of Lender under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor Property Owner or against any other Person person or entity which may be or become liable in respect of all or any part of the Debt Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Property Owner or any other Person person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of . Pledgor waives any indemnification or other obligations which are expressly stated in right it may have to require Lender to pursue any third party for any of the Obligations. Pledgor hereby waives any and all requirements that Lender institute any action or proceeding at law or in equity against Pledgor or exhaust its remedies in respect of any other security for the Loan Documents as a condition precedent to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all exercise of Lender’s 's rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer remedies with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely Collateral pursuant to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms provisions of this Agreement, shall itself perform . Pledgor waives any defenses by reason of any disability or complyother defense of any person, or otherwise by reason of the cessation from any cause performance or compliance, with such agreement, whatsoever of the reasonable expenses liability of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured herebyany other person.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right right, to the extent not prohibited by applicable law, to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s 's option, shall be registered in the name of Lender or its nominee (if not already so registered), and upon either (x) prior written notice of the existence of an Event of Default or alternatively (y) two (2) Business Days' prior written notice from the Lender to Pledgor of the Lender's intention to exercise such rights (a "Voting Rights Notice"), Lender or its nominee may thereafter exercise (i) all voting, voting and all limited liability company interests of Pledgor membership and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of IssuerSixth Mezzanine Borrower, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing soso (except to the extent of Lender's gross negligence or willful misconduct), nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and (other than contingent obligations or liabilities) including the payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s 's rights under this Agreement shall automatically terminate and LenderLender shall, at Pledgor’s 's sole cost and expenseexpense (including reasonable attorneys' fees and disbursements), shall execute and deliver to Pledgor, or shall authorize Pledgor or its authorized representatives to file, UCC-3 termination statements or similar documents and agreements required to terminate (or, upon Pledgor’s request to assign) all of Lender’s 's rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver to the applicable Pledgor all certificates evidencing representing the Pledged Securities and any limited liability powers all other possessory Collateral delivered to PledgorLender in connection with the Loan. (d) After the occurrence and during the continuance of an Event of Default, Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s 's interest in the Collateral and shall may not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, or employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If After the occurrence and during the continuance of an Event of Default, if Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall may itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable and customary expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on within three (3) Business Days after demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. Upon the occurrence of any Event of Default under the Indenture: (a) If the Collateral Agent shall, at the direction of the Indenture Trustee (at the direction of the requisite Noteholders), take any action or seek any remedy as provided in the Indenture or this Agreement; (b) Collateral Agent shall have, and may exercise, each and every right and remedy granted it for an Event of Default or a Collateral Agreement Event of Default, together with any right or remedy granted under the Uniform Commercial Code or any other applicable law to a secured party upon default. In connection with the exercise of such rights and remedies, the Collateral Agent may incur reasonable attorneys' fees and legal expenses, and such fees and expenses shall occur be deemed to be part of Lender's cost of retaking, holding, preparing for sale and be continuingthe like and shall become part of Assignor's obligation to Lender. Assignor expressly waives any presentment, Lender shall have the right to receive any and all incomedemand, cash dividendsprotest, distributions, proceeds or other property received notice of protest or paid in respect notice of any kind except as expressly provided herein. Assignor shall make the Collateral available to the Collateral Agent, the Indenture Trustee or any designees of such Persons, at Collateral Agent's request, at a place to be designated by the Collateral Agent, the Indenture Trustee or any designees of such Persons which is reasonably convenient to both parties; (c) The Collateral Agent may (but is under no obligation to do so) take possession of the Pledged Securities and the other Collateral and make application thereof to sell, lease or otherwise dispose of the DebtCollateral in whole or in part, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event procedures set forth in Article VIII of Default shall occur the Indenture with respect to foreclosure on the Trust Estate; (d) All rights and be continuing, then all such Pledged Securities at Lender’s option, remedies of the Collateral Agent provided for in this Agreement shall be registered cumulative, and the exercise of any one or more of them shall not preclude the exercise of others. The Collateral Agent may exercise its rights hereunder with respect to the Collateral without regard to other security or other sources of reimbursement or repayment of the Notes; (e) Notice of any sale, lease, other disposition or other intended action by the Collateral Agent shall be deemed reasonable if it is in writing and deposited in the name United States mail ten (10) days in advance of Lender the intended disposition or its nominee other intended action, first class postage prepaid and addressed to Assignor at the address indicated herein; and (if not already so registered), and Lender f) The net proceeds or its nominee may thereafter the value of any Collateral collected by virtue of the exercise (i) all voting, and limited liability company interests of Pledgor pertaining any of the remedies herein shall be delivered to the Pledged Securities, including, without limitation, all rights Indenture Trustee to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or be applied as set forth in the organizational documents Article VIII of the Issuer and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingTrust Indenture. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. (a) If an Event of Default shall occur and be continuing, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the Interests or other Collateral and make application thereof to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such certificates representing Pledged Securities Interests at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, voting and limited liability company interests of Pledgor all equity and other rights pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, Mortgage Borrower or upon the exercise by Pledgor Borrower or Lender of any right, privilege or option pertaining to such Pledged SecuritiesInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconductit, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. To the extent permitted by applicable law, Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, Lender shall execute and deliver to Pledgor, or Borrower the certificates and stock powers executed by Borrower in connection herewith and Lender shall authorize deliver to Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to PledgorDocuments. (d) Pledgor Borrower also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders Lender shall be responsible to Pledgor Borrower for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct. (f) If Pledgor Borrower fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demanddemand within five (5) days of written demand therefor, shall be payable by Pledgor Borrower to Lender on demand and shall constitute obligations secured hereby.

Rights of Lender. If Lender exercises its rights or remedies under the Loan Documents, or any of them, then Lender shall be entitled, but not obligated, to exercise any and all claims, rights, powers, privileges and remedies of Borrower under the Lease and shall be further entitled to the benefits of and to receive and enforce performance of all of the covenants, terms and conditions to be performed by Tenant under the Lease. Lender shall not, by execution of this Agreement, be or become subject to any liability or obligation to Tenant under the Lease or otherwise, unless and until Lender has obtained title to the Premises by foreclosure or otherwise, and then only to the extent of liabilities or obligations accruing subsequent to the date Lender acquires (and prior to the date it disposes of) title to the Premises; provided, however, that Lender shall not be: (a) If an Event liable for any act or omission of Default shall occur and be continuingany prior lessor (including Borrower) or subsequent lessor; (b) subject to any counterclaims, Lender shall offsets, abatements, or defenses which Tenant might have against any prior lessor (including Borrower); (c) bound by any rent or additional rent which Tenant might have paid in advance to any prior lessor (including Borrower) for any period beyond the right month in which Xxxxxx succeeds to receive the interest of Borrower under the Lease; (d) responsible for any and all incomesecurity deposit, cash dividends, distributions, proceeds cleaning deposit or other property received or prepaid charge which Tenant may have paid in respect of the Pledged Securities and the other Collateral and make application thereof advance to the Debt, in such order as Lender, in its sole discretion, may elect, subject to and in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests of Pledgor pertaining to the Pledged Securities, including, without limitation, all rights to control the Issuer any prior lessor (including the right Borrower) which has not been delivered to remove and/or replace directors and managers) pursuant to and in accordance with such voting and beneficial interests and other rights of Pledgor or as set forth in the organizational documents of the Issuer and Lender (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except to the extent arising out of Lender’s gross negligence or willful misconduct, but acknowledging that Lender shall have no duty to exercise any such right, privilege or option and shall not will be responsible for any failure to do so security deposit that is delivered or delay in so doing.obtained by Lender); (be) The rights of Lender under this Agreement shall not be conditioned bound by any previous amendment or contingent upon the pursuit by Lender of any right modification or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part termination of the Debt Lease or against by any other security thereforwaiver or forbearance by any prior landlord (including Borrower) unless the same was approved in writing by Xxxxxx; (f) responsible for the performance of (or contribution toward) any work to be done by the landlord under the Lease to render the Premises ready or available for occupancy by Tenant, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for required to remove any failure to demand, collect or realize upon all or any part of person occupying the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral Premises or any part thereof.; or (cg) Upon satisfaction in full of the Debt and payment of all amounts owed on the Note (exclusive of any indemnification personally liable under or other obligations which are expressly stated in any of the Loan Documents to survive satisfaction of the Note), Lender’s rights under this Agreement shall automatically terminate and Lender, at Pledgor’s cost and expense, shall execute and deliver to Pledgor, or shall authorize Pledgor to file, UCC-3 termination statements or similar documents and agreements to terminate (or, upon Pledgor’s request to assign) all of Lender’s rights under this Agreement and all other Loan Documents and upon request, Lender shall, or shall cause Agent to, deliver the certificates evidencing the Pledged Securities and any limited liability powers to Pledgor. (d) Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 9 or 10 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect Lease (Xxxxxx’s recourse being limited to the Collateral. (e) The powers conferred on Lender hereunder are solely to protect LenderXxxxxx’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or Lenders shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconductProperty). (f) If Pledgor fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid on demand, shall be payable by Pledgor to Lender on demand and shall constitute obligations secured hereby.