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4847 - 8937 - 5025.4 2 01605357 a. If the Lenders unanimously approve a remedial action plan (an "Approved Remedial Action Plan "), Lenders shall pursue their respective remedies in accordance with the Approved Remedial Action Plan. Notwithstanding the foregoing, each of the Lenders reserves the right to determine whether and how to enforce their respective remedies not relating to the repossession or disposition of the Joint Collateral. b. In the event that Lenders do not agree to a proposed remedial action plan within twenty (20) calendar days of receipt thereof, such plan shall be deemed rejected and any Lender may, from time to time in its sole discretion, and subject to the terms and provisions of this Agreement, exercise and enforce any or all of its respective rights, remedies, privileges and powers under its respective Deed of Trust, at law or in equity as it may determine to be necessary or appropriate (including without limitation, any collection, sale, transfer or other disposition of all or any portion of the Joint Collateral) upon and during the continuance of an Event of Default. 5. The Parties agree that any proceeds received from the sale of or realization on the Joint Collateral (the "Proceeds ") following an Event of Default shall be applied towards repayment of all amounts owing, including but not limited to principal, interest, fees, costs and expenses incurred, in connection with the Farm Credit Loan, the Hendrix Loan and the PVIPE Loan (collectively, the "Outstanding Obligations ") determined on the following basis: a. Until Payment in Full (as defined below) with respect to the Farm Credit Loan has occurred, all such Proceeds shall be paid to Farm Credit. If Farm Credit shall receive any payment or other recovery in excess of the amounts owing under the Farm Credit Loan, Farm Credit shall hold such payment or recovery in trust for the benefit of Hendrix and PVIPE for distribution in accordance with this Section 5. b. Until Payment in Full has occurred with respect to its Loan, each of Hendrix and PVIPE shall be entitled to their respective pro rata share of such Proceeds. The pro rata share of Hendrix and PVIPE shall be a fraction, the numerator of which shall be the portion of the Outstanding Balances (as such term is defined below) owed by the Borrowers to that Lender, and the denominator of which shall be the aggregate principal amount of all Outstanding Balances owed to both Lenders. "Outstanding Balances" shall include all obligations, indebtedness and liabilities owed by the Borrowers to the Lenders, whether said obligations, indebtedness and liabilities are due or to become due, direct or indirect, absolute or contingent, joint or several, howsoever created, arising or evidenced, which amount shall exclude accrued and unpaid interest and any additional interest or premium due because of an Event of Default. Whenever this manner of sharing has caused Payment in Full to have occurred with respect to Hendrix or PVIPE, the pro rata share of the remaining Outstanding Balances to the other Lender shall be adjusted appropriately.