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.

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.

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 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, privilege except if such actions are determined by a court of competent jurisdiction to constitute willful misconduct or option and shall not be responsible for any failure to do so or delay in so doinggross negligence on the part of Lender.

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.

Rights of Lender. (a) If 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.

Rights of Lender. (a) If In the event of the occurrence of an Event of Default (a) Lender will have the right to take possession of the Collateral and to maintain such possession on Obligors' premises or to remove the Collateral or any part 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 occur have, in addition to all other rights provided herein, the rights and remedies of a secured party under the Uniform Commercial Code; (c) 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 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 Receivables or the Obligations, or in the prosecution or defense of any action or 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 the terms of this Agreement. Any requirement of reasonable notice shall be continuingmet 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 have all the right 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 receive any all costs and all incomeexpenses of sale, cash dividendsincluding attorneys' fees, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof second to the Debtpayment (in whatever order Lender elects) of all Obligations, in such order as Lender, in its sole discretion, may elect, subject to and any remaining proceeds shall be applied in accordance with the Loan Documents. If an Event provisions 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 Article 9 of the Issuer and (ii) Uniform Commercial Code. Obligors shall remain liable to Lender for any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining deficiency. Failure by Lender 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 remedy or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver under this Agreement or any and all of the Pledged Securities with other Loan Documents or in any committeeother agreement between any Obligor and Lender, depositary, transfer agent, registrar or other designated agency upon such terms delay by Lender in exercising the same will not operate as a waiver by Lender unless it is in writing and conditions as it may determine), all without liability except to account for property actually received signed by it Lender and except then only to the extent arising out 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 mistake of fact or law. Lender’s gross negligence 's rights and remedies under this Agreement will be cumulative and not exclusive of any other right or willful misconductremedy which Lender may have. Nothing in this Agreement shall be construed to modify or limit the unconditional right of Lender in its sole discretion to demand full or partial payment of the principal of, but Lender shall have no duty and interest on, any demand Obligation. The right to exercise make demand on any such right, privilege demand Obligation shall exist whether or option not Obligors are in compliance with the covenants or conditions contained in this Agreement or in any other agreements between Obligors and shall not be responsible for any failure to do so or delay in so doingLender.

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.

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.

Rights of Lender. (a) If Subject to any approvals, consents, permits and licenses required by the Gaming Commission, upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, Lender shall have the right, in addition to any other right to receive or remedy of Lender set forth in the Note, the Maryland Mortgage or in any and all income, cash dividends, distributions, proceeds or other property received or paid in respect document constituting part of the Pledged Securities and Credit Agreement, but not the other Collateral and make application thereof to the Debt, in such order as Lenderobligation, 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 the Ground Lease and 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 during the continuance 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 employ such engineers and contractors as may thereafter exercise (i) all voting, and limited liability company interests 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, (e) take any other action allowed by applicable law, including the Governmental Permits to operate, or cause to be operated, the Premises in a good and business-like manner, and (iif) 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 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, privilege except if such actions are determined by a court of competent jurisdiction to constitute willful misconduct or option and shall not be responsible for any failure to do so or delay in so doinggross negligence on the part of Lender.

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 responsibility for the performance of any duties of Borrower hereunder or under any of the Loan Documents, applicable Governmental Requirements or restrictive covenants, or the Management Agreement, or other control over the management and affairs of Borrower, nor by any such action shall not Lender be responsible for any failure deemed to do so or delay in so doingcreate a partnership with Borrower.

Rights of Lender. (a) If Upon the occurrence of an Event of Default under Section 7.1 hereof: (a) Lender shall occur have, in addition to all other rights provided herein, the rights and remedies of a secured party under the New York Uniform Commercial Code; and (b) 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; and (c) in addition to all other sums due Lender, Borrower will pay to Lender upon demand all costs and expenses incurred by Lender, including attorneys' fees and expenses, to obtain or enforce payment of Receivables or obligations, or in the prosecution or defense of any action or proceeding either against Lender or against Borrower concerning any matter arising out of or connected with this Agreement or the Collateral or obligations and all Supplemental Agreements, if any, or otherwise due pursuant to the terms of this Agreement. Any requirement of reasonable notice shall be continuingmet if such notice is mailed postage prepaid to Borrower at Borrower'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 have all the right 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 receive any all costs and all incomeexpenses of sale, cash dividendsincluding actual attorneys' fees and expenses, distributions, proceeds or other property received or paid in respect of the Pledged Securities and the other Collateral and make application thereof second to the Debtpayment (in whatever order Lender elects) of all Obligations, in such order as Lender, in its sole discretion, may elect, subject to and any remaining proceeds shall be applied in accordance with the Loan Documents. If an Event provisions of Default shall occur and be continuing, then all such Pledged Securities at Lender’s option, shall be registered in the name Part 5 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 Article 9 of the Issuer and (ii) New York Uniform Commercial Code. Borrower shall remain liable to Lender for any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining deficiency. Failure by Lender 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 remedy or option pertaining to such Pledged Securitiesunder this Agreement or any present or future Supplemental Agreement or in any other agreement between Borrower and Lender, or delay by Lender in exercising the same will not operate as a waiver. No waiver by Lender will be effective unless it is in writing 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 then only to the extent arising out of specifically stated. Neither Lender nor any party acting as Lender’s gross negligence or willful misconduct, but Lender 's attorney pursuant to Section 2.15 hereof shall have no duty to exercise any such right, privilege or option and shall not be responsible liable for any failure to do so good faith error of judgment or delay in so doingmistake 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.

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 Lender Borrower, to enter into possession of all or its nominee (if not already so registered)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 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 employ watchmen and other rights safeguards to protect such Property. Borrower hereby appoints Lender as the attorney-in-fact of Pledgor or as set forth in the organizational documents Borrower, with full power 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 Securitiessubstitution, and in connection therewiththe name of Borrower, if Lender elects to do so, at any time upon the right occurrence and during the continuance of any Event of Default, to deposit (a) execute all applications and deliver any and all certificates in the name of Borrower which may be required for completion of construction, maintenance or renovation of or for the benefit of the Pledged Securities with Property, (b) endorse the name of Borrower on any committeechecks or drafts representing proceeds of the Insurance Policies, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except checks or instruments payable to account for property actually received by it and except Borrower with respect to the extent arising out Property, (c) do every act with respect to the construction, repair, maintenance and operation of Lender’s gross negligence any of the Property or willful misconductany portion thereof which Borrower may do, but and (d) prosecute or defend any action or proceeding incident to the 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 responsibility for the performance of any duties of Borrower hereunder or under any of the Loan Documents, applicable Governmental Requirements or restrictive covenants, or other control over the management and affairs of Borrower, nor by any such action shall not Lender be responsible for any failure deemed to do so or delay in so doingcreate a partnership with Borrower.

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.

Rights of Lender. Lender, in making disbursement pursuant to any such agreement (awhether obligatory or optional), is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, an any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part. (b) If Except as otherwise provided herein, so long as any of the Senior Debt shall remain unpaid, the Lender may at all times exercise any and all powers and rights which it now has or may hereafter acquire with respect to the Note, any other Security Document (as defined in the Note) or any of the collateral subject to the Note or any other Security Document without having to obtain any consent or approval of the Creditor and without any accountability to the Creditor, nor shall it have any liability to the Creditor for any action taken or failure to act with respect to this Agreement, the Note, any other Security Document or the aforesaid collateral. Notwithstanding the foregoing: (i) In the event of an Event of Default shall occur and be continuing, Lender shall have under the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect Note solely as a result 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 existence of an Event of Default on the Subordinated Debt (a "Cross Default"). Lender hereby agrees, for the benefit of Creditor only, to delay the commencement of foreclosure proceedings or otherwise enforcing its remedies under the Note as a result of such default until after the ninetieth (90th) day following such default, so long as Creditor is diligently and in good faith pursuing its remedies under the Creditor's Loan Documents or a resolution of the default with Borrower during said ninety (90) day period; provided, however, that the foregoing forbearance shall occur automatically terminate and be of no further force or effect in the event another Event of Default under the Senior Debt (other than Cross Default) has occurred and is continuing, then all such Pledged Securities at Lender’s option, . The provisions of this Section shall be registered solely for the benefit of Creditor (and not for the benefit of Owner). Nothing contained in this Section shall be deemed or construed to limit or affect in any manner any of Lender's rights or remedies under the Loan Documents with respect to any default other than the Cross Default (whether or not the Cross Default then exists and whether or not Subordinate Lender is then pursing its remedies under the Subordinate Xxxxxx's Loan Documents or a resolution of the default under the Subordinate Lender's Loan Documents with Owner). (ii) In the event of an Event of Default on the Note, Lender will provide to Creditor a copy of any related notice of default delivered to Borrower and such notice shall be sent to Creditor in the name manner provided for herein. In the event of an Event of Default under Creditor's Loan Documents, Creditor will provide to Lender or a copy of any related notice of default delivered to Borrower and such notice shall be sent to Lender in the manner provided for herein. If the notice delivered by Xxxxxx relates to a default by Borrower in its nominee obligation to pay money under the Loan Documents (if not already so registereda "Monetary Default"), and Xxxxxx agrees that Creditor shall have the right, but not the obligation, to cure such Monetary Default. If the notice delivered by Xxxxxx relates to a default by Borrower with respect to its failure to perform any of its other obligations (other than an obligation to pay money) under the Loan Documents (a "Non-Monetary Default"), Xxxxxx agrees that Creditor shall have the right, but not the obligation, to cure such Non-Monetary Default. Lender or its nominee may thereafter exercise (i) all voting, and limited liability company interests shall accept performance by Creditor of Pledgor pertaining to any of the Pledged Securities, including, without limitation, all rights to control obligations Borrower within 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 time periods 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 Loan Documents for Xxxxxxxx's performance 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 though performed 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.Xxxxxxxx. Secured Promissory Note

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.

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.

Rights of Lender. (a) If an Lender shall not be liable for failure to collect or realize upon the Indebtedness or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. Any or all shares of the Pledged Stock held by Lender hereunder may, if any Event of Default shall occur has occurred and be is continuing, Lender shall have the right to receive any and all incomeupon three days written notice, 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)nominee, and Lender or its nominee may thereafter without notice, exercise (i) all voting, voting and limited liability company interests corporate rights at any meeting of Pledgor pertaining to any corporation issuing any of the shares included in the Pledged Securities, including, without limitation, all rights to control the Issuer (including the right to remove and/or replace directors Stock 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) exercise any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to such any shares of the Pledged Securities Stock as if it were the absolute owner thereof (thereof, including, without limitation, the right to exchange exchange, at its discretion discretion, any and all of the Pledged Securities Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure readjustment of Issuer, any corporation issuing any of such shares or upon the exercise by Pledgor any such issuer or Lender of any right, privilege or option pertaining to such any 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 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.

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.

Rights of Lender. Lender, in making disbursement pursuant to any such agreement (awhether obligatory or optional), is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, an any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part. (b) If Except as otherwise provided herein, so long as any of the Senior Debt shall remain unpaid, the Lender may at all times exercise any and all powers and rights which it now has or may hereafter acquire with respect to the Note, any other Security Document (as defined in the Note) or any of the collateral subject to the Note or any other Security Document without having to obtain any consent or approval of the Creditor and without any accountability to the Creditor, nor shall it have any liability to the Creditor for any action taken or failure to act with respect to this Agreement, the Note, any other Security Document or the aforesaid collateral. Notwithstanding the foregoing: (i) In the event of an Event of Default under the Note solely as a result of the existence of an Event of Default on the Subordinated Debt (a "Cross Default"). Lender hereby agrees, for the benefit of Creditor only, to delay the commencement of foreclosure proceedings or otherwise enforcing its remedies under the Note as a result of such default until after the ninetieth (90th) day following such default, so long as Creditor is diligently and in good faith pursuing its remedies under the Creditor's Loan Documents or a resolution of the default with Borrower during said ninety (90) day period; provided, however, that the foregoing forbearance shall occur automatically terminate and be of no further force or effect in the event another Event of Default under the Senior Debt (other than Cross Default) has occurred and is continuing. The provisions of this Section shall be solely for the benefit of Creditor (and not for the benefit of Owner). Nothing contained in this Section shall be deemed or construed to limit or affect in any manner any of Lender's rights or remedies under the Loan Documents with respect to any default other than the Cross Default (whether or not the Cross Default then exists and whether or not Subordinate Lender is then pursing its remedies under the Subordinate Xxxxxx's Loan Documents or a resolution of the default under the Subordinate Lender's Loan Documents with Owner). (ii) In the event of an Event of Default on the Note, Lender will provide to Creditor a copy of any related notice of default delivered to Borrower and such notice shall be sent to Creditor in the manner provided for herein. In the event of an Event of Default under Creditor's Loan Documents, Creditor will provide to Lender a copy of any related notice of default delivered to Borrower and such notice shall be sent to Lender in the manner provided for herein. If the notice delivered by Xxxxxx relates to a default by Borrower in its obligation to pay money under the Loan Documents (a "Monetary Default"), Xxxxxx agrees that Creditor shall have the right, but not the obligation, to cure such Monetary Default. If the notice delivered by Xxxxxx relates to a default by Borrower with respect to its failure to perform any of its other obligations (other than an obligation to pay money) under the Loan Documents (a "Non-Monetary Default"), Xxxxxx agrees that Creditor shall have the right, but not the obligation, to cure such Non-Monetary Default. Lender shall accept performance by Creditor of any of the obligations Borrower within the time periods set forth in the Loan Documents for Xxxxxxxx's performance as though performed by Xxxxxxxx. Modification. The terms of this Agreement, the subordination effectuated hereby, and the rights of the Lender and the obligations of the Creditor arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: (I) any amendment or modification of or supplement to the Loan Agreement, any other Security Document or any other instrument or document executed or delivered pursuant thereto, provided, however, that so long as no Event of Default has occurred and is continuing on the Senior Debt, no extension, substitution, modification, amendment, renewal, refinancing, replacement or consolidation shall increase the principal amount of the Loan to an amount in excess of $500,000.00, increase the interest rate thereof or accelerate the maturity date thereof (any such change, a "Material Adverse Change") unless Lender shall have obtained Creditor's prior written consent thereto; (ii) the right to receive lack of validity, legality or enforceability of any and all incomeof such documents; (iii) any exercise or non-exercise of any right, cash dividends, distributions, proceeds power or other property received remedy under or paid in respect of the Pledged Securities and the other Collateral and make application thereof Senior Debt or any of such instruments or documents referred 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 clause (i) all votingabove or arising at law; or (iv) any waiver, and limited liability company interests of Pledgor pertaining to the Pledged Securitiesconsent, includingrelease, without limitationindulgence, all rights to control the Issuer (including the right to remove and/or replace directors and managers) pursuant to and extension, renewal, modification, delay or other action, in accordance with such voting and beneficial interests and other rights of Pledgor action or as set forth omission in the organizational documents respect of the Issuer and (ii) Senior Debt or 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 instruments or documents referred to in clause (i) above, whether or not the merger, consolidation, reorganization, recapitalization Creditor shall have had notice or other fundamental change in the organizational structure of Issuer, or upon the exercise by Pledgor or Lender knowledge 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 foregoing and whether or other designated agency upon such terms and conditions as not 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 doingconsented thereto.

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.