Filed by Bowne Pure Compliance






EXHIBIT
10.4




AMENDED AND RESTATED PLEDGE AGREEMENT




THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 6, 2008 (as so amended and
restated and as further amended, restated, replaced, supplemented or otherwise modified from time
to time, this “Agreement”), made by PGRT ESH, INC., a Delaware corporation (the
“Pledgor”), in favor of CITICORP USA, INC., a Delaware corporation (the “Lender”).



W I T N E S S E T H:




WHEREAS, pursuant to a Loan Agreement dated as of June 29, 2007 (the “2007 Loan
Agreement”) between the Pledgor and the Lender, the Pledgor borrowed $120,000,000 from the
Lender, to be repaid in full on June 10, 2008 (the “Original Maturity Date”);



WHEREAS, the Pledgor has requested the Lender to extend the Original Maturity Date for
approximately one year, which the Lender has agreed to do, subject to amending certain other terms
of the 2007 Loan Agreement and the Pledgor’s meeting certain conditions;



WHEREAS, in furtherance of the foregoing, the Pledgor and the Lender have entered into an
Amended and Restated Loan Agreement dated as of June 6, 2008 (as so amended and restated and as
further amended, restated, replaced, supplemented or otherwise modified from time to time, the
“Loan Agreement”; capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Loan Agreement) amending and restating in its entirety
the 2007 Loan Agreement;



WHEREAS, in connection with the 2007 Loan Agreement, the Pledgor pledged certain collateral to
the Lender pursuant to the Pledge Agreement dated as of November 7, 2007 (the “Original Pledge
Agreement”) between the Pledgor and the Lender;



WHEREAS, it is a condition precedent to the effectiveness of the Loan Agreement that the
Pledgor shall have amended the Original Pledge Agreement;



WHEREAS, in furtherance of the foregoing, the Pledgor and the Lender agree to amend and
restate in its entirety the Original Pledge Agreement;



 


 









 





NOW, THEREFORE, in consideration of the promises contained herein and the Lender’s entering
into the Loan Agreement, the Pledgor hereby agrees as follows:



SECTION 1. Pledge. The Pledgor hereby continues and reaffirms in its entirety its
original pledge to the Lender of, and its original grant to the Lender of a lien on and security
interest in, and, for further certainty, hereby pledges to the Lender and grants to the Lender a
lien on and security interest in, the following, whether now owned or at any time hereafter
acquired by the Pledgor (collectively, the “Collateral”):



(a) all of the Series A-2 Units and Common A-2 Units (collectively, the “Pledged
Interests”) of BHAC Capital IV, L.L.C., a Delaware limited liability company (the
“Issuer”), and the certificates representing the Pledged Interests, and all distributions,
cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Interests, and all
additional Units (as defined in the Second Amended and Restated Limited Liability Company Agreement
of the Issuer dated as of June 29, 2007 (the “LLC Agreement”)) of or in the Issuer from
time to time acquired in any manner by the Pledgor, and the certificates, if any, representing such
additional Units, and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such
additional Units; and



(b) all proceeds of any of the foregoing (including, without limitation, proceeds constituting
any property of the types described above).



The Pledgor delivered to the Lender each of the certificates representing the Pledged
Interests, accompanied by an undated transfer power with respect to each such certificate, executed
in blank by the Pledgor and an acknowledgment (as amended, restated, replaced, supplemented or
otherwise modified from time to time, the “Acknowledgment”) of the Chief Financial Officer
of the Issuer confirming, among other things, that the Lender’s security interest in the Pledged
Interests has been registered in the books and records of the Issuer, that such security interest
does not violate any term or provision of the LLC Agreement or any of the Issuer’s other
organizational documents and that the Issuer will follow the Lender’s instructions with respect to
any distributions payable on account of, or any other proceeds of, the Pledged Interests.



SECTION 2. Security for Obligations. The pledge of, and the grant of a lien on and
security interest in, the Collateral hereunder secures the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the
Obligations.



SECTION 3. Representations and Warranties. The Pledgor represents and warrants as
follows:



(a) It is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, is duly qualified to do business and is in good standing as a foreign
corporation in all other states where such qualification is required (except where the failure to
be so qualified could not reasonably be expected to have a material adverse effect on the business,
prospects, operations, results of operations, assets, liabilities or condition (financial or
otherwise) of the Pledgor), and has all necessary corporate power and authority to enter into this
Agreement.



(b) It has taken all requisite corporate action through its shareholders or directors to
authorize the execution and delivery of, and the performance of its obligations under, this
Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Pledgor
enforceable against it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or similar laws affecting creditors’ rights generally.


 


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(c) It is the legal and beneficial owner of record of the Collateral free and clear of any
Lien, except for the Lien created by this Agreement. On the date hereof, no effective financing
statement or other instrument similar in effect covering all or any part of the Collateral is on
file in any recording office.



(d) The pledge of the Collateral pursuant to this Agreement, together with the delivery to the
Lender of the certificate(s) evidencing the Pledged Interests and the related transfer powers, the
execution and delivery of the Acknowledgment and the filing of the UCC Financing Statement
describing the Pledged Interests as collateral, creates a valid and perfected first priority lien
on and security interest in the Collateral, securing the payment and performance of the
Obligations, and all filing and other actions necessary or desirable to perfect and protect such
lien and security interest have been duly made or taken.



(e) No authorization, approval, or other action by, and no notice to or filing with, any
Person is required for (i) the pledge by the Pledgor of the Collateral pursuant to this Agreement,
the grant by the Pledgor of the lien and security interest granted hereby or the execution,
delivery or performance of this Agreement by the Pledgor, (ii) the perfection of the lien and
security interest granted in this Agreement or (iii) the exercise by the Lender of the rights or
remedies provided for in this Agreement.



(f) The execution, delivery and performance by the Pledgor of this Agreement, the granting of
the lien and security interest hereunder and the exercise by the Lender of any or all of the
remedies hereunder do not and will not violate, contravene or constitute a default under any
contractual obligation to which the Pledgor or the Issuer is a party.



(g) The Pledged Interests constitute all of the issued and outstanding Series A-2 Units and
Common A-2 Units of the Issuer.



(h) All of the Pledged Interests are duly authorized, fully paid and nonassessable. All of
the Pledged Interests are represented by certificates.



(i) The exact correct name of the Pledgor and the jurisdiction of organization of the Pledgor
are set forth in the introductory paragraph of this Agreement.




(j) The pledge effected and evidenced hereby does not constitute a sale for tax purposes.



(k) A true and complete organization chart in reasonable detail showing David Lichtenstein’s
interest, direct and indirect, in the Issuer is attached hereto as Schedule 1, and a list in
reasonable detail of all claims and interests, other than those held, directly or indirectly, by
David Lichtenstein, entitled to payment or distributions in respect of the Issuer or the Collateral
is attached hereto as Schedule 2.




SECTION 4. Further Assurances; Covenants.



(a) The Pledgor covenants and agrees that at any time and from time to time, at the expense of
the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that the Lender may request, in
order to perfect and protect any Liens granted or purported to be granted hereby or to enable the
Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, the Pledgor will execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or notices, as may be
necessary or desirable, or as the Lender may request, in order to perfect and preserve the Liens
granted or purported to be granted hereby.


 


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(b) The Pledgor hereby authorizes the Lender to file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the Collateral. A carbon,
photographic or other reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.



(c) The Pledgor covenants and agrees that the Pledgor will not (i) sell, convey, Transfer,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect
to, any of the Collateral, Collateral Entity Properties or Collateral (as defined in the Loan
Agreement) or any other property of the Pledgor relating thereto, (ii) create or suffer to exist
any Lien upon or with respect to any of the Collateral, Collateral Entity Properties or Collateral
(as defined in the Loan Agreement) or any other property of the Pledgor relating thereto, except
for the lien and security interest created by this Agreement, (iii) vote to enable, or take any
other action to permit, the Issuer to issue any Units or other equity interests in the Issuer or to
issue any other securities convertible into or granting the right to purchase or exchange for any
Units or other equity interests in the Issuer, in each case which have a preference over the
Pledged Interests in right of distribution or in liquidation, or (iv) enter into any agreement or
undertaking restricting the right or ability of the Lender to sell, assign or transfer any of the
Collateral. Notwithstanding the provisions of this Section 4(c), a transfer to a Restricted Party
shall not be deemed to be a Transfer so long as such transfer does not relate to any Collateral,
Collateral Entity Properties or Collateral (as defined in the Loan Agreement) without the Lender’s
prior written consent and does not impair or limit the first priority Lien in favor of the Lender
pursuant to the terms hereof.



(d) The Pledgor covenants that, in furtherance of allowing the Lender to determine from time
to time the Collateral Value of the Specified Equity Interests represented by the Collateral and
the value of other Collateral (as defined in the Loan Agreement), the Pledgor will (a) permit
periodic inspections and appraisals of the Collateral, Collateral Entity Properties, Collateral (as
defined in the Loan Agreement) and any other property of the Pledgor by the Lender or its
authorized agents and (b) deliver to the Lender, not later than forty-five days after the end of
each calendar quarter, such information as to the Issuer, including, without limitation,
information as to the real properties owned, directly or indirectly, by the Issuer, the extent and
nature of David Lichtenstein’s direct or indirect ownership thereof, and the Appraised Value, Cap
Rate Value and EBITDA, as applicable, in respect thereof, as the Lender may reasonably request.
Such information shall include (i) a detailed description of the distributions, cash, instruments
and other property, if any, received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Interest as well as information as to amounts distributable
by the Issuer but not actually distributed, (ii) detailed financial statements as to the Issuer,
including, without limitation, a balance sheet, income statement, cash flow statement and equity
owner’s account statement, with such other information as the Lender may request in its
discretion, and (iii) a detailed description of any changes to Schedule 1 or Schedule 2 since the
date hereof.


 


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SECTION 5. Distributions; Voting; Compensation; Etc.



(a) So long as no Default or Event of Default shall have occurred and be continuing, the
Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to
the Collateral or any part thereof for any purpose not inconsistent with the terms of this
Agreement and in a manner which does not impair any of the Collateral and to receive and retain any
and all distributions paid in respect of the Collateral; provided, however, that
any and all:




	 	(i)	 	distributions paid or payable other than in
cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for,
any Collateral,






	 	(ii)	 	distributions paid or payable in cash in
respect of any Collateral in connection with a partial or total
liquidation or dissolution of the Issuer, or in connection with a
reduction of capital, capital surplus or paid-in-surplus of the Issuer,
and






	 	(iii)	 	cash paid, payable or otherwise distributed in
exchange for, or in redemption of, any Collateral





shall, if received by the Pledgor, be received in trust for the benefit of the Lender, segregated
from the other property or funds of the Pledgor, and forthwith delivered to the Lender as
Collateral in the same form as so received (with any necessary endorsement); provided,
further, however, that the foregoing provisions of this Section 5(a) shall not
apply to dividends and distributions made pursuant to and to the extent permitted by Section 5.2.7
of the Loan Agreement.




(b) Upon the occurrence and during the continuance of a Default or an Event of Default:




	 	(i)	 	All rights of the Pledgor to receive any
distributions that it would otherwise be authorized to receive and
retain pursuant to Section 5(a) shall cease, and all such rights shall
thereupon become vested in the Lender who shall thereupon have the sole
right to receive and hold as Collateral such distributions, subject,
however, to the terms of Section 5.2.7 of the Loan Agreement.






	 	(ii)	 	Any and all distributions payable to the
Pledgor in respect of the Collateral shall be received by the Pledgor
in trust for the benefit of the Lender, segregated from other funds of
the Pledgor and forthwith paid over to the Lender as Collateral in the
same form as so received (with any necessary endorsement), also
subject, however, to the terms of Section 5.2.7 of the Loan Agreement.




 


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(c) The Pledgor hereby irrevocably constitutes and appoints the Lender, with full power of
substitution, as its true and lawful attorney-in-fact with full power and authority in the place
and stead of the Pledgor and in the name of the Pledgor or otherwise, upon the occurrence and
during the continuance of a Default or an Event of Default, to exercise the voting and other
consensual rights which the Pledgor would otherwise be entitled to exercise pursuant to Section
5(a) (whereupon all rights of the Pledgor to exercise such rights shall cease). The Pledgor hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power
of attorney is coupled with an interest and is irrevocable.



(d) Nothing set out herein shall cause or be deemed to cause the Lender to assume any
obligations or liabilities of any nature under or in respect of the certificate of formation of the
Issuer or the LLC Agreement.



SECTION 6. Records, Etc. The Pledgor shall keep its office and principal place of
business and the place where it keeps its records concerning the Collateral at its address
specified in Section 8.6 of the Loan Agreement. The Pledgor will hold and preserve such records
and, upon 48 hours’ notice from the Lender, will permit representatives of the Lender at any time
during normal business hours to inspect and make abstracts from such records.



SECTION 7. Lender Appointed Attorney-in-Fact; Irrevocable Authorization and
Instruction to Issuer. The Pledgor hereby appoints the Lender the Pledgor’s attorney-in-fact, with
full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise,
from time to time in the Lender’s discretion, to take any action and to execute any instrument
which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect all instruments made payable to the
Pledgor representing any distribution in respect of the Collateral or any part thereof and to give
full discharge for the same. The Pledgor hereby authorizes and instructs the Issuer to comply with
any instruction received by the Issuer from the Lender in writing that (a) states that an Event of
Default has occurred and (b) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be
fully protected in so complying. The Pledgor hereby ratifies all that such attorney shall lawfully
do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and is
irrevocable.



SECTION 8. Lender May Perform. If the Pledgor fails to perform any agreement
contained herein, the Lender may perform, or cause performance of, such agreement, and the expenses
of the Lender incurred in connection therewith shall be payable by the Pledgor.



SECTION 9. Reasonable Care. The Lender shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral (including, without limitation, the
certificate(s) representing the Pledged Interests) in its possession if the Collateral is accorded
treatment substantially equal to that which the Lender accords its own property, it being
understood that the Lender shall not have the responsibility under this Agreement for taking any
necessary steps to preserve rights against any parties with respect to any Collateral.


 


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SECTION 10. Remedies upon Default; Private Placement. (a) If any Event of Default
shall have occurred and be continuing, the Lender may exercise in respect of the Collateral, in
addition to the other rights and remedies provided for herein or otherwise available to it, all the
rights and remedies of a secured party under the Uniform Commercial Code of the State of New York
(the “Code”) and other applicable law, and the Lender may also, without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange or broker’s board or at any of the Lender’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Lender may deem
commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required
by law, at least ten days’ notice to it of the time and place of any public or private sale shall
constitute reasonable notification. The Lender shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Lender may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. If an
Event of Default shall have occurred and be continuing, the Lender may, pursuant to the power of
attorney granted herein, transfer the Collateral on the books of the Pledgor and the Issuer, in
whole or in part, to the name of the Lender or such other Person or Persons as the Lender may
designate and take all such other and further actions as the Pledgor could have taken with respect
to the Collateral which the Lender in its absolute discretion determines to be necessary or
appropriate to accomplish the purposes of this Agreement.



(b) In view of the fact that federal and state securities laws may impose certain restrictions
on the method by which a sale of all or any part of the Collateral may be effected after an Event
of Default, the Pledgor agrees that, after the occurrence and during the continuation of an Event
of Default, the Lender may, from time to time, attempt to sell all or any part of the Collateral by
means of a private placement restricting the bidders and prospective purchasers to those who are
qualified and will represent and agree that they are purchasing for investment only and not for
distribution. In so doing, the Lender may solicit offers to buy all or any part of the Collateral
from a limited number of Persons deemed by the Lender, in its sole discretion, to be financially
responsible parties who might be interested in purchasing such Collateral. The Pledgor
acknowledges and agrees that any such private placement may result in prices and other terms less
favorable to the Lender than if such sale were a public sale. If the Lender solicits such offers
from not less than three such Persons (none of which is an Affiliate of the Lender), then the
acceptance by the Lender of the highest offer obtained therefrom shall be deemed to be a
commercially reasonable method of disposing of such Collateral; provided, however,
that this subsection shall not be construed to impose a requirement that the Lender solicit offers
from three or more Persons for any such sale to be deemed commercially reasonable. The Lender
shall be under no obligation to delay a sale of any of the Pledged Interests for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
(as defined below) or under applicable state securities laws.



SECTION 11. Registration Rights. If the Lender shall determine to exercise its right
to sell all or any of the Pledged Interests under Section 10, the Pledgor agrees that, upon request
of the Lender, it will:



(a) execute and deliver all such instruments and documents, and do or cause to be done all
such other acts and things, as may be necessary or, in the opinion of the Lender, advisable to
register such Pledged Interests under the provisions of the Securities Act of 1933, as amended (the
“Securities Act”), and to cause the registration statement relating thereto to become
effective and to remain effective for such period as prospectuses are required by law to be
furnished, and to make all amendments and supplements thereto and to the related prospectus which,
in the opinion of the Lender, are necessary or advisable, all in conformity with the requirements
of the Securities Act and the rules and regulations of the Securities and Exchange Commission
applicable thereto;


 


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(b) use its best efforts to qualify such Pledged Interests under the state securities or “Blue
Sky” laws and to obtain all necessary governmental approvals for the sale of such Pledged
Interests, as requested by the Lender;



(c) use its best efforts to cause the Issuer to make available to its security holders, as
soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of
the Securities Act; and



(d) use its best efforts to do or cause to be done all such other acts and things as may be
necessary to make such sale of such Pledged Interests or any part thereof valid and binding and in
compliance with applicable law.



The Pledgor further agrees to do or cause to be done all such other acts as may be reasonably
requested to make any sale or sales of all or any portion of the Pledged Interests under this
Section 11 valid and binding and in compliance with any and all other applicable requirements of
law. Pledgor further agrees that a breach of any of the covenants contained in this Section 11
will cause irreparable injury to the Lender, that the Lender has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 11 shall be specifically enforceable against the Pledgor, and to the maximum extent
permitted by applicable law, the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a defense that no Event of
Default has occurred.



SECTION 12. Securities Collateral. The Pledgor acknowledges that the Pledged
Interests are represented by certificates and constitute “securities” as governed and defined by
Article 8 of the Uniform Commercial Code in effect in any jurisdiction and are transferable and
assignable to the extent provided in Article 8 of the LLC Agreement. The Pledgor further agrees
that it and the Issuer will at no time “opt out” of Article 8 through any amendment to the Issuer’s
certificate of formation, LLC Agreement or other governing document or by any other means cause the
Pledged Interests and the certificates representing any Pledged Interests to cease to be
“securities” under Article 8 of the Uniform Commercial Code. Any action taken to so “opt out” will
be null and void and of no effect.



SECTION 13. Application of Proceeds. All money held by the Lender as Collateral and
all cash proceeds received by the Lender in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral, shall be applied to the Obligations in such
order as determined by the Lender in its sole discretion.




SECTION 14. Indemnity and Expenses.



(a) The Pledgor agrees to indemnify and hereby indemnifies the Lender from and against any and
all claims, damages, losses, liabilities and expenses arising out of, in connection with, or
resulting from, this Agreement (including, without limitation, enforcement of this Agreement) other
than such as arise from the Lender’s gross negligence or willful misconduct.



(b) The Pledgor will upon demand pay to the Lender the amount of any and all reasonable
expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any
experts and agents, that the Lender may incur in connection with (i) the administration of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of
the Lender hereunder, (iv) the failure of the Pledgor to perform or observe any of the provisions
hereof or (v) any action taken by the Lender pursuant to this Agreement.


 


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SECTION 15. Amendments, Etc. No amendment of any provision of this Agreement shall in
any event be effective unless the same shall be in writing and signed by the Pledgor and the
Lender; no waiver of any provision of this Agreement, and no consent to any departure by the
Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by
the Lender, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given. No failure to exercise and no delay in exercising on the
part of the Lender any right, power or privilege under this Agreement shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege under this Agreement shall
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege.



SECTION 16. Security Interest Absolute. All rights of the Lender and the lien and
security interest granted to it hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional irrespective of:



(a) any lack of enforceability of the Loan Agreement or any of the other Loan Documents or any
other agreement or instrument relating thereto;



(b) any change in the time, manner or place of payment of, or in any other term of, all or any
of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan
Agreement, any of the other Loan Documents or any agreement, instrument or document delivered in
connection therewith;



(c) any taking and holding of collateral or guarantees for all or any of the Obligations, or
any amendment, alteration, exchange, substitution, transfer, enforcement, waiver, subordination,
termination or release of any collateral or such guarantees, or any non-perfection of any
collateral, or any consent to departure from any such guaranty;



(d) any manner of application of collateral, or proceeds thereof, to all or any of the
Obligations, or the manner of sale or other disposition of any collateral or the collection of
proceeds thereof;



(e) any consent by the Lender to the restructure or refinancing of the Obligations or any
portion thereof;



(f) any other modification, compromise, settlement or release by the Lender, by operation of
law or otherwise, of the Obligations or the liability of any obligor or guarantor, or of any
collateral, in whole or in part, and any refusal by the Lender to accept any payment, in whole or
in part, from any obligor or guarantor in connection with any of the Obligations, in each case
whether or not with notice to, further assent by, or any reservation of rights against, the
Pledgor; or



(g) any other circumstance (including, without limitation, any statute of limitations) which
might otherwise constitute a defense available to, or a discharge of, any third party pledgor or
guarantor.


 


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SECTION 17. Addresses for Notices. All notices and other communications hereunder
shall be in writing and sent by certified or registered mail, return receipt requested, by
overnight delivery service, with all charges prepaid, by hand delivery, or by telecopier, if to the
Lender, then to Citicorp USA, Inc., 101 John F. Kennedy Parkway, Fourth Floor, Short Hills, New
Jersey 07078, Telecopy: (973) 921-2435, Attn.: Ms. Diana Yusun, Director, with a copy to Luskin,
Stern & Eisler LLP, 330 Madison Avenue, New York, New York 10017, Telecopy: (212) 293-2705, Attn.:
Nathan M. Eisler, Esq.; and if to the Pledgor, then to PGRT ESH, Inc., 77 West Wacker Drive, Suite
3900, Chicago, Illinois 60601, Telecopy: (312) 917-1597, Attn.: Jeffrey A. Patterson, Title:
President and Chief Executive Officer, with a copy to James Hoffman, Esq., General Counsel,
Telecopy: (312) 917-3937; or, in each case, to such other address as the Lender or the Pledgor may
specify to the other party in the manner required hereunder. All such notices and correspondence
shall be deemed given (i) if sent by certified or registered mail, three Business Days after being
postmarked, (ii) if sent by overnight delivery service or by hand delivery, when received at the
above stated addresses or when delivery is refused and (iii) if sent by telecopier transmission,
when such transmission is confirmed.



SECTION 18. Continuing Security Interest; Assignment. This Agreement shall create a
continuing lien on and security interest in the Collateral and shall (a) remain in full force and
effect until released in accordance herewith, (b) be binding upon the Pledgor and its successors
and assigns, and (c) inure, together with the rights and remedies of the Lender hereunder, to the
benefit of the Lender and its successors and assigns. Without limiting the generality of the
foregoing clause (c), the Lender may assign or otherwise transfer all or any portion of its rights
and obligations under this Agreement to any other Person which is an assignee of the Lender under
the Loan Agreement, and such other Person shall thereupon become vested with all the benefits in
respect hereof granted to the Lender herein.



SECTION 19. Telecopied Signature. This Agreement may be executed and delivered by
e-mail, telecopier or other facsimile transmission all with the same force and effect as if the
same was a fully executed and delivered original manual counterpart.



SECTION 20. Governing Law. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SOUNDING IN
CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE
CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.



SECTION 21. Limited Recourse. Notwithstanding anything herein or in any other Loan
Document to the contrary, the Pledgor shall be fully liable hereunder and in respect of the other
Obligations, provided that the Lender agrees not to enforce any judgment it may obtain against the
Pledgor with respect to this Agreement or the other Obligations against any of the Pledgor’s assets
other than the Collateral (as defined in the Loan Agreement) pledged by the Pledgor. The Lender
further agrees that it shall not have or seek recourse to the PGRT Entities (other than to realize
on pledges of the equity interests in the REIT and Prime Group Realty, L.P.) or their respective
assets, other than to the Pledgor to the extent described in the previous sentence as to the
Collateral (as defined in the Loan Agreement) pledged by the Pledgor, for the payment of the
Obligations. The Lender’s recourse against the Guarantors under the Guaranties, and the Lender’s
rights and remedies against all other Collateral Entities and all other Collateral (as defined in
the Loan Agreement), shall in no way be limited or otherwise be affected hereby.


 


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IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed by its proper and
duly authorized managing member as of the day and year first above written.



	 	 	 	 	 
	 	PGRT ESH, INC.

 	 
	 	By:  	/s/ David Lichtenstein
 	 
	 	 	Name:  	David Lichtenstein 	 
	 	 	Title:  	Chairman 	 



 


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