Common use of CONSENT OF ISSUER Clause in Contracts

CONSENT OF ISSUER. CONSENT (“Consent”), dated as of September 30, 2015, made by ARC NY1440BWY1, LLC, a Delaware limited liability company (“Issuer”). Reference is made to that certain Pledge and Security Agreement (the “Pledge Agreement”) of even date herewith made by ARC NY1440BWY1 MEZZ, LLC, a Delaware limited liability company (“Borrower”), in favor of PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LP, a Delaware limited partnership (together with its successors and permitted assigns, the “Lender”), as pledgee. Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and understands that Borrower is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement. Issuer hereby consents to the Pledge Agreement and agrees that during the continuation of an Event of Default, Issuer will pay any and all Distributions in respect of the Pledged Collateral directly to Lender subject to and to the extent provided in, the terms and provisions of Section 3 of the Pledge Agreement. During the continuance of an Event of Default, until the Obligations are paid in full, Issuer agrees, subject to the terms of the Pledge Agreement and the Mezzanine Loan Documents, to (i) to the extent provided in the Pledge Agreement, comply with the instructions of Lender in connection with the exercise of Lender’s rights and remedies as set forth in the Pledge Agreement, without any further consent from Borrower or any other Person in respect of the Pledged Collateral, and (ii) to disregard any request made by Borrower or any other person which contravenes such instructions of Lender in respect of the Pledged Collateral. Issuer represents and warrants to Lender that, as of the date hereof, (i) Borrower is the registered owner of 100% of the limited liability company membership interests of, and possesses 100% of the economic, management and voting rights in, Issuer; (ii) Issuer has no knowledge of any Lien or other security interest in the Pledged Collateral (other than Lender’s) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of the Pledged Collateral on the books of Issuer is Paramount Group Fund VIII 1000 Xxxxxxxx Mezz LP, as secured party under the Mezzanine Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Pledged Collateral. This Consent shall be governed by the laws of the State of New York. All notices required to be given hereunder shall be delivered as set forth in the Pledge Agreement.

CONSENT OF ISSUER. CONSENT This Consent (this “Consent”), dated as of September 30February 12, 20152019, is made by ARC NY1440BWY1each of the undersigned (each, LLC, a Delaware limited liability company (an “Issuer” and, collectively, the “Issuers”). Reference is made to that certain Pledge and Security Agreement (the “Pledge Agreement”) ), of even date herewith made by ARC NY1440BWY1 MEZZherewith, LLCbetween Pareteum Corporation, a Delaware limited liability company corporation (“BorrowerPledgor”), in favor with a principal place of PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LPbusiness at 0000 Xxxxxx xx xxx Xxxxxxxx, a Delaware limited partnership 00xx xxxxx, Xxx Xxxx, XX 00000, and Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (together with its successors and permitted assignscollectively, the “Lender”), as pledgeeeach having an office located at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Each Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and understands acknowledges that Borrower Pledgor is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement. Each Issuer hereby consents to the Pledge Agreement and agrees that during to comply with the continuation terms and provisions thereof applicable to it. Without limiting the foregoing, following the occurrence of an Event of Default, each Issuer will agrees to pay any and all Distributions in respect of the Pledged Collateral directly to Lender subject to in accordance with, and to the extent provided in, the terms and provisions of Section 3 of the Pledge Agreement. During Until the continuance Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) are paid in full and following the occurrence of an Event of Default, until the Obligations are paid in full, each Issuer agrees, subject to the terms of the Pledge Agreement and the Mezzanine Loan Documents, agrees to (ia) to the extent provided in the Pledge Agreement, comply with the instructions of Lender in connection with the exercise of Lender’s rights and remedies as set forth in the Pledge Agreement, Agreement without any further consent from Borrower Pledgor or any other Person in respect of the Pledged Collateral, Collateral and (iib) to disregard any request made by Borrower Pledgor or any other person which that contravenes such instructions of Lender in respect of the Pledged Collateral. Each Issuer represents and warrants to Lender that, as of the date hereof, (ia) Borrower Pledgor is the registered owner of one hundred percent (100% %) of the limited liability company membership interests of, and possesses 100% Equity Interests of the economic, management and voting rights in, such Issuer; (iib) such Issuer has no knowledge of any Lien or other security interest in the Pledged Collateral (other than Lender’s) that has not been terminated on or prior to the date hereof); and (iiic) the registered pledgee of the Pledged Collateral on the books of such Issuer is Paramount Group Fund VIII 1000 Xxxxxxxx Mezz LPLender together with its successors and assigns, as secured party Lender under the Mezzanine Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Pledged Collateral. In the event that Lender forecloses on or exercises rights with respect to the Collateral, the Issuers and the partners of the Issuers hereby consent to the following: (a) the admission of Lender or the purchaser of the Collateral at a sale under the Uniform Commercial Code, as the case may be (in either case, the “Purchaser”) as a partner of each of the Issuer in substitution of Pledgor and (b) Purchaser being granted all of the rights and benefits of Pledgor, including, without limitation, all rights to vote, consent rights and right to receive distributions. This Consent shall be governed by and construed in accordance with the laws of the State of New YorkYork without regard to its rules of conflict of law, except application of Section 5-1401 of the New York General Obligations Law. All notices required to be given hereunder shall be delivered as set forth in the Pledge Agreement. This Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

CONSENT OF ISSUER. CONSENT (“Consent”), dated as of September 30July [●], 2015, 2013 made by ARC NY1440BWY1, LLCKXX CR P1 LP, a Delaware limited liability company partnership (“Issuer”). Reference is made to that certain Pledge and Security Agreement (the “Pledge Agreement”) ), of even date herewith made by ARC NY1440BWY1 MEZZherewith, between Crossroads Systems, Inc., a Delaware corporation (“Pledgor”), with a principal place of business at 10000 Xxxxx Xx-Xxx Xxxxxxxxxx, Xxxxxx, XX 00000, and Fortress Credit Co LLC, a Delaware limited liability company (“BorrowerSecured Party”)) having an office located at 1000 Xxxxxx xx xxx Xxxxxxxx, in favor of PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LP00xx Xxxxx, a Delaware limited partnership (together with its successors and permitted assigns, the “Lender”), as pledgeeXxx Xxxx XX 00000. Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and understands acknowledges that Borrower Pledgor is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement. Issuer hereby consents to the Pledge Agreement and agrees that to comply with the terms and provisions thereof applicable to it. Without limiting the foregoing, during the continuation existence of an Event of Default, Issuer will agrees to pay any and all Distributions in respect of the Pledged Collateral directly to Lender subject to Secured Party in accordance with, and to the extent provided in, the terms and provisions of Section 3 of the Pledge Agreement. During Until the Pledgor Obligations are paid in full and after the occurrence and during the continuance of an Event of Default, until the Obligations are paid in full, Issuer agrees, subject to the terms of the Pledge Agreement and the Mezzanine Loan Documents, agrees to (i) to the extent provided in the Pledge Agreement, comply with the instructions of Lender Secured Party in connection with the exercise of LenderSecured Party’s rights and remedies as set forth in the Pledge Agreement, without any further consent from Borrower Pledgor or any other Person in respect of the Pledged Collateral, Collateral and (ii) to disregard any request made by Borrower Pledgor or any other person which contravenes such instructions of Lender Secured Party in respect of the Pledged Collateral. Issuer represents and warrants to Lender Secured Party that, as of the date hereof, (i) Borrower Pledgor is the registered owner of 10099% of the limited liability company membership partnership interests of, and possesses 10099% of the economic, management and voting rights in, Issuer; (ii) Issuer has no knowledge of any Lien or other security interest in the Pledged Collateral (other than Lender’s) that has not been terminated on Secured Party’s Lien or prior to the date hereofsecurity interest); and (iii) the registered pledgee of the Pledged Collateral on the books of Issuer is Paramount Group Fund VIII 1000 Xxxxxxxx Mezz LPSecured Party together with its successors and assigns, as secured party under with respect to the Mezzanine Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Pledged Collateral. In the event that Secured Party forecloses on or exercises rights with respect to the Collateral (as defined in the Pledge Agreement), Issuer hereby consents to the following: (i) the admission of Secured Party or the purchaser of the Collateral at a sale under the Uniform Commercial Code, as the case may be (in either case, the “Purchaser”) as a limited partner of Issuer in substitution of Pledgor and (ii) Purchaser being granted all of the rights and benefits of Pledgor under the Formation Agreement, including, without limitation, all rights to vote, consent rights and receive distributions. This Consent shall be governed by the laws of the State of New YorkDelaware. All notices required to be given hereunder shall be delivered as set forth in the Pledge Agreement. This Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

CONSENT OF ISSUER. CONSENT (“Consent”), dated as of September 30July [●], 2015, 2013 made by ARC NY1440BWY1Crossroads Systems (Texas), LLCInc., a Delaware limited liability company Texas corporation (“Issuer”). Reference is made to that certain Pledge and Security Agreement (the “Pledge Agreement”) ), of even date herewith made by ARC NY1440BWY1 MEZZherewith, between Crossroads Systems, Inc., a Delaware corporation (“Pledgor”), with a principal place of business at 10000 Xxxxx Xx-Xxx Xxxxxxxxxx, Xxxxxx, XX 00000, and Fortress Credit Co LLC, a Delaware limited liability company (“BorrowerSecured Party”)) having an office located at 1000 Xxxxxx xx xxx Xxxxxxxx, in favor of PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LP00xx Xxxxx, a Delaware limited partnership (together with its successors and permitted assigns, the “Lender”), as pledgeeXxx Xxxx XX 00000. Issuer hereby acknowledges the receipt of a copy of the Pledge Agreement and understands acknowledges that Borrower Pledgor is bound thereby. For the purposes of this Consent, all capitalized terms not herein defined shall have the respective meanings ascribed thereto in the Pledge Agreement. Issuer hereby consents to the Pledge Agreement and agrees that to comply with the terms and provisions thereof applicable to it. Without limiting the foregoing, during the continuation existence of an Event of Default, Issuer will agrees to pay any and all Distributions in respect of the Pledged Collateral directly to Lender subject to Secured Party in accordance with, and to the extent provided in, the terms and provisions of Section 3 of the Pledge Agreement. During Until the Pledgor Obligations are paid in full and after the occurrence and during the continuance of an Event of Default, until the Obligations are paid in full, Issuer agrees, subject to the terms of the Pledge Agreement and the Mezzanine Loan Documents, agrees to (i) to the extent provided in the Pledge Agreement, comply with the instructions of Lender Secured Party in connection with the exercise of LenderSecured Party’s rights and remedies as set forth in the Pledge Agreement, without any further consent from Borrower Pledgor or any other Person in respect of the Pledged Collateral, Collateral and (ii) to disregard any request made by Borrower Pledgor or any other person which contravenes such instructions of Lender Secured Party in respect of the Pledged Collateral. Issuer represents and warrants to Lender Secured Party that, as of the date hereof, (i) Borrower Pledgor is the registered owner of 100% of the limited liability company membership interests of, and possesses 100% outstanding capital of the economic, management and voting rights in, Issuer; (ii) Issuer has no knowledge of any Lien or other security interest in the Pledged Collateral (other than Lender’s) that has not been terminated on Secured Party’s Lien or prior to the date hereofsecurity interest); and (iii) the registered pledgee of the Pledged Collateral on the books of Issuer is Paramount Group Fund VIII 1000 Xxxxxxxx Mezz LPSecured Party together with its successors and assigns, as secured party under with respect to the Mezzanine Loan, and there is no other pledge currently registered on the books and records of Issuer with respect to the Pledged Collateral. In the event that Secured Party forecloses on or exercises rights with respect to the Collateral (as defined in the Pledge Agreement), Issuer hereby consents to the following: (i) the admission of Secured Party or the purchaser of the Collateral at a sale under the Uniform Commercial Code, as the case may be (in either case, the “Purchaser”) as a limited partner of Issuer in substitution of Pledgor and (ii) Purchaser being granted all of the rights and benefits of Pledgor under the Formation Agreement, including, without limitation, all rights to vote, consent rights and receive distributions. This Consent shall be governed by the laws of the State of New YorkDelaware. All notices required to be given hereunder shall be delivered as set forth in the Pledge Agreement.. This Consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. [Exhibit A to Crossroads (Texas) Pledge and Security Agreement]