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WHEREAS,, in order to satisfy one of the foregoing conditions to extending the Outside
<br />Conversion Date of the Bonds,, the Issuer,, the Sole Holder,, and the Servicing Agent require the
<br />Pled or to grant a security interest to the Secured Party in the Collateral (hereinafter defined) in
<br />order to secure all of the Borrower's Obligations in connection with the Bonds.
<br />AGREEMENTS
<br />NOW,, THEREFORE,, in consideration of the premises and other good and valuable
<br />consideration,, the receipt and sufficiency of which are hereby acknowledged, the Pled or agrees as
<br />follows.-
<br />ARTICLE I
<br />DEFINITIONS AND RULES OF CONSTRUCTION
<br />SECTION 1.1. Definitions. The terms defined in the Preamble and Recitals hereto shall
<br />have the respective meanings specified therein. Capitalized terms not herein defined shall have the
<br />meaning given such term in the Indenture, and the following terms shall have the following
<br />meanings.-
<br />"Collateral" has the meaning set forth in Section 2. 1.
<br />"Partners" mean the General Partner and the Limited Partners.
<br />"Default" means a failure by Pled or to comply with the provisions of this Agreement.
<br />"Enforcement Costs" means any and all reasonable funds, costs, expenses and charges of any
<br />nature whatsoever (including, without limitation, attorney's fees and expenses) advanced, paid or
<br />incurred by or on behalf of the Secured Party under or in connection with the enforcement or
<br />administration of this Agreement, including, without limitation, (a) the compliance of the Pled or
<br />with any covenant, warranty,, representation or agreement of the Pled or made in or pursuant to this
<br />Agreement or any of the other Documents, (b) the collection or enforcement of any of the
<br />Obligations, this Agreement and any of the other Documents, and (c), the exercise, preservation,
<br />maintenance,, protection,, operation,, management,, collection, sale or other disposition of, or
<br />realization upon, all or any part of the Collateral and the rights and remedies of the Secured Party
<br />hereunder,, under the other Documents,, under applicable law and otherwise.
<br />"Event of Default" has the meaning set forth in Article V.
<br />"Financing Documents" means, collectively, this Agreement, the Financing Agreement,, the
<br />Indenture,, the Documents,, and any financing statements executed by the Pledgor in connection with
<br />this Agreement.
<br />"General Partner" means Gardens East LLC,, a Minnesota limited liability company.
<br /># 420053
<br />011367-0283
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