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201605357 a. The Farm Credit Deed of Trust shall constitute a first priority lien and security interest in the Joint Collateral. b. The PVIPE Deed of Trust and the Hendrix Deed of Trust shall constitute a shared second priority lien and security interest in the Joint Collateral pari passu. Such equal liens and security interests shall be applicable irrespective of the order of creation, attachment or perfection of any such liens or security interests or any other priority that might otherwise exist under any applicable law or in equity and notwithstanding any representation or warranty of the Borrowers to the contrary. c. The Lenders shall not take any action to foreclose or realize upon the Joint Collateral except as set forth in this Agreement. Each Lender shall cooperate to effect the agreement expressed in this Section, and from time to time shall execute such other and further documents, including subordination agreements, assignments of claim, and otherwise as may be necessary or appropriate to implement the provisions of this Agreement. 3. Notwithstanding anything else in this Agreement to the contrary, the Lenders hereby acknowledge and consent to the following: a. The occurrence and continuation of a default or an event of default (however defined) under the Farm Credit Deed of Trust shall constitute an event of default under the Hendrix Deed of Trust and the PVIPE Deed of Trust; b. The occurrence and continuation of a default or an event of default (however defined) under the PVIPE Deed of Trust shall constitute an event of default under the Farm Credit Deed of Trust and the Hendrix Deed of Trust; and c. The occurrence and continuation of a default or an event of default (however defined) under the Hendrix Deed of Trust shall constitute an event of default under the Farm Credit Deed of Trust and the PVIPE Deed of Trust. For purposes of this Agreement, the occurrence and continuation of a default or an event of default under the Deeds of Trust shall be referred to herein as an "Event of Default ". Each Lender shall use commercially reasonable efforts to advise the other Lenders promptly of any Event of Default of which such Lender has actual knowledge under its respective Deed of Trust, and shall provide back -up documentation reasonably requested by the other Lenders (which may be exclusively by email). 4. Upon the occurrence of an Event of Default, Farm Credit shall propose a remedial action plan to the other Lenders in writing (which may be exclusively by e- mail). The other Lenders shall provide written comments (which may be exclusively by email) to such remedial action plan within ten (10) business days of receipt. Lenders agree to use commercially reasonable efforts to reach unanimous consent with respect to a remedial action plan. 4847 - 8937 - 5025.4 3