Common use of Cross Default and Cross Collateralization Clause in Contracts

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence of any Security Instrument Default shall be an Event of Default under this Agreement. (b) Each Borrower acknowledges and agrees that because each of the Security Instruments secures the entire Loan and a Security Instrument Default with respect to any Facility will be an Event of Default under this Agreement, each Borrower has a direct and material interest in preventing the occurrence of an Event of Default. Accordingly each Borrower is willing to commit to make or receive loans (each an "Intra-Party Loan" and collectively, the "Intra-Party Loans") in order to provide for the payment of all amounts due under the Loan Documents and, in so doing, to avoid an Event of Default hereunder. Borrowers each acknowledge and agree that Lender is an intended third party beneficiary of Borrowers' obligations hereunder. If and to the extent that net revenues from any Facility (herein, a “Contributing Facility”) are applied to make payments on the Loan in excess of the payments due on the Allocated Loan Amount with respect to the Contributing Facility, the Borrower who owns the Contributing Facility shall be deemed to have made an Intra-Party Loan to the other Borrowers (proportionate to their respective Allocated Loan Amounts) in the amount of such proceeds so applied. (c) All Intra-Party Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the party which owes such Intra-Party Loan to the party making same solely by its execution of this Agreement, shall not be evidenced by any separate instrument and, notwithstanding anything contained herein or in the other Loan Documents to the contrary, shall not be prohibited hereunder or under any of the other Loan Documents. Each Borrower waives presentment, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Party Loan for which it is liable under this Agreement. Intra-Party Loans shall be subject and subordinate in all cases to the terms, conditions and liens of the Loan Documents, and revenues from the other Facilities shall be the sole and exclusive source of payment of any Intra-Party Loan. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from such repayment.

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence In addition to the Mortgaged Property described on Exhibit A attached hereto, the Borrower also owns each of any the senior housing facilities described on Exhibit C to this Instrument. All of the properties described on Exhibit C, together with the Mortgaged Property, are referred to herein collectively as the "Borrower's Projects". Contemporaneous with the closing and funding of the loan to the Borrower evidenced by the Note, the Lender has extended additional loans to the Borrower, each loan being secured by a Multifamily Mortgage or Deed of Trust, Assignment of Rents and Security Instrument Default shall be an Event Agreement (a "Security Instrument") against each of Default under this Agreementthe other Borrower's Projects. (b) Each The Borrower acknowledges and that the Lender is unwilling to extend the loan evidenced by the Note to the Borrower unless the Borrower agrees that because all of the Borrower's Projects will be treated as a single project through the imposition of cross-collateralization, cross-default and release provisions. The Borrower further acknowledges that the Lender's agreement to amend the single asset borrower provisions of Section 33 of this Instrument, to permit the Borrower's ownership of all of the Borrower's Projects, is in partial consideration for the cross-collateralization, cross-default and release provisions set forth herein below. (c) The Borrower hereby agrees and consents that as additional security to the Lender, each of the Security Instruments secures Borrower's Projects shall be subject to the entire Loan and a lien of the Lender's Security Instrument Default with respect to any Facility will for each of the other of the Borrower's Projects, and that each of the respective Borrower's Projects shall collateralize the other Borrower's Projects as follows: all Mortgaged Property (as defined in the respective Security Instrument) for each of the Borrower's Projects shall be an Event considered part of Default the "Mortgaged Property" under this AgreementInstrument, each and shall be collateral under this Instrument and the Loan Documents. (d) The Borrower has a direct hereby agrees and material interest in preventing consents that upon the occurrence of an Event of Default under the Security Instrument securing one of the Borrower's Projects, then an Event of Default shall exist under the Security Instrument with respect to the other Borrower's Projects. No notice shall be required to be given to the Borrower in connection with such Event of Default. Accordingly each Borrower is willing In the event of an Event of Default under the Security Instrument with respect to commit to make or receive loans (each an "Intra-Party Loan" and collectivelyany one of the Borrower's Projects, the "Intra-Party Loans") Lender shall have the right, in order its sole and absolute discretion, to provide for the payment of exercise and perfect any and all amounts due rights in and under the Loan Documents andwith regard to any or all of the other Borrower's Projects, including, but not limited to, an acceleration of one or all of the Notes and the sale of one or all of the Borrower's Projects in so doingaccordance with the terms of the respective Security Instrument. No notice, except as may be required by the respective Security Instrument, shall be required to avoid be given to the Borrower in connection with the Lender's exercise of any and all of its rights after an Event of Default hereunder. Borrowers each acknowledge and agree has occurred. (e) The Borrower may request that Lender is an intended third party beneficiary make a determination whether any of Borrowers' obligations hereunder. If and the Borrower's Projects may be released from the cross-default and (1) The remaining loans to the extent Borrower secured by the remaining Borrower's Projects that net revenues from any Facility (hereinare not requested to be released have, in the aggregate, a “Contributing Facility”) are applied to make payments minimum overall 1.40 debt service coverage, based on the Loan in excess remaining Borrower's Projects' collective Net Operating Income for the 12 months of operation immediately prior to the Borrower's request for such release; and (2) If the Borrower's loan is to be assumed by a buyer acceptable to and approved by Lender, the assumed loan must also have a minimum 1.40 debt service coverage, based on that Project's Net Operating Income for the 12 months of operation immediately prior to the Borrower's request for such release; and (3) As consideration for the Lender's agreement to modify the single asset borrower provisions of Section 33 of the payments due on Instrument, and permit the Allocated Loan Amount Borrower to own all of the Borrower's Projects, in the event the Borrower proposes to pay off one of the Borrower's loans secured by one of the Borrower's Projects by refinancing the respective loan with respect to a new lender, but not in connection with the Contributing Facilitysale of the respective secured Borrower's Project, the Borrower who owns must convey the Contributing Facility shall be deemed Borrower's Project being refinanced to have made an Intra-Party Loan a different ownership entity (with neither the specific Borrower's Project or the proposed new ownership entity being owned by the Borrower) prior to the other Borrowers (proportionate to their respective Allocated Loan Amounts) in the amount of such proceeds refinancing, so applied. (c) All Intra-Party Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation that none of the party which owes such Intra-Party Loan to the party making same solely by its execution of this Agreement, shall not Borrower's Projects will be evidenced security for financing held by any separate instrument and, notwithstanding anything contained herein or in lender other than the other Loan Documents to Lender that is the contrary, shall not be prohibited hereunder or under any owner and holder of the other Loan Documents. Each Borrower waives presentment, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Party Loan for which it is liable under this Agreement. Intra-Party Loans shall be subject and subordinate in all cases to the terms, conditions and liens of the Loan Documents, and revenues from the other Facilities shall be the sole and exclusive source of payment of any Intra-Party Loan. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from such repaymentNote.

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt The Notes and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence of any Security Instrument Default Collateral hereunder shall be an Event cross-collateralized and cross-defaulted with each Note hereunder and any other note executed by Borrower in favor of Default under this Agreement. Regions Capital Advantage, Inc. (b) Each “RCA”), or any other note executed by Borrower acknowledges and for the benefit of Regions Bank. Borrower agrees that because each of a default under any Note contemplated hereunder or with RCA, shall constitute a default under all Notes contemplated herein and Regions Bank, RCA or holder, as the Security Instruments secures the entire Loan case may be, shall thereafter have all rights and remedies following a Security Instrument Default with respect to any Facility will be an Event of Default under this Agreement, each Borrower has a direct and material interest in preventing the occurrence of an Event of Default. Accordingly each Borrower is willing to commit to make or receive loans (each an "Intra-Party Loan" and collectively, the "Intra-Party Loans") in order to provide for the payment of all amounts due default under the Loan Documents andDocuments. All collateral including, but not limited to, the Collateral defined in so doingSection 1.2 herein, to avoid an Event of Default hereunder. Borrowers each acknowledge and agree that Lender is an intended third party beneficiary of Borrowers' obligations hereunder. If and to the extent that net revenues which Regions Bank or RCA may at any time acquire from Borrower or from any Facility (herein, a “Contributing Facility”) are applied source in connected with the indebtedness to make payments on the Loan in excess of the payments due on the Allocated Loan Amount with respect Regions Bank or RCA arising under or pursuant to the Contributing Facility, the Borrower who owns the Contributing Facility shall be deemed to have made an Intra-Party Loan to the other Borrowers (proportionate to their respective Allocated Loan Amounts) in the amount of such proceeds so applied. (c) All Intra-Party Loans deemed to be made under this Agreement or any agreement with RCA shall be evidenced by this Agreementconstitute security for all Liabilities (as such term is defined in Section 1.13) without apportionment or designation as to particular obligations, and all obligations, however and whenever occurred, shall be an obligation secured by such collateral howsoever and whensoever acquired, and it is the express intent of the party which owes parties to this Agreement that all advances made by Regions Bank or RCA to Borrower shall be so cross-collateralized neither Regions Bank nor RCA shall have any obligation to list any of such Intra-Party Loan collateral described in or referred to the party making same solely by its execution of in this Agreement, shall not be evidenced by any separate instrument and, notwithstanding anything contained herein or in the other Loan Documents to the contrary, shall not be prohibited hereunder or under Agreement upon any of the other Loan Documents. Each Borrower waives presentmentdocuments executed in conjunction with the indebtedness, notice upon any future notes or extensions of dishonorcredit, protest and notice it being the intention of non-payment or non-performance with respect the parties to each Intra-Party Loan for which it is liable under this Agreement. Intra-Party Loans Agreement that all such transactions shall be subject collateralized by the collateral, and subordinate the documents executed in all cases conjunction herewith. Bank shall have the right, in its sole discretion, to determine the terms, conditions order in which Bank’s rights and liens remedies against any of the Loan Documents, collateral are to be exercised and revenues from which type or portions of collateral are to be proceeded against and the other Facilities shall be order of application of the sole and exclusive source of payment proceeds of any Intra-Party Loan. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from such repaymentcollateral as against particular Liabilities.

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence A default or Event of Default under any Security Instrument Default of the Loan Documents delivered in connection with either the A Loan or the B Loan shall be constitute an Event of Default under this Agreementthe other Loan Documents delivered in connection with the A Loan and/or the B Loan. (b) Each Borrower acknowledges Following an Event of Default and agrees that because each without waiving any or all of Lender’s other rights and remedies under the Loan Documents or otherwise at law or in equity, Lender shall direct (subject to agreement between the holder of the Security Instruments secures A Note and the entire holder of the B Note) that payments made under the B Loan be allocated to amounts due and payable under the A Loan, the B Loan or under both the A Loan and a Security Instrument Default with respect to any Facility will be the B Loan. (c) an Event of Default under this Agreementany of the Loan Documents delivered in connection with the A Loan shall, each Borrower has a direct and material interest in preventing the occurrence of at Lender’s option, constitute an Event of Default. Accordingly each Borrower is willing to commit to make or receive loans (each an "Intra-Party Loan" and collectively, the "Intra-Party Loans") in order to provide for the payment of all amounts due Default under the Loan Documents and, delivered in so doing, to avoid connection with the B Loan; (d) an Event of Default hereunder. Borrowers each acknowledge and agree that Lender is an intended third party beneficiary of Borrowers' obligations hereunder. If and to the extent that net revenues from any Facility (herein, a “Contributing Facility”) are applied to make payments on the Loan in excess of the payments due on the Allocated Loan Amount with respect to the Contributing Facility, the Borrower who owns the Contributing Facility shall be deemed to have made an Intra-Party Loan to the other Borrowers (proportionate to their respective Allocated Loan Amounts) in the amount of such proceeds so applied. (c) All Intra-Party Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the party which owes such Intra-Party Loan to the party making same solely by its execution of this Agreement, shall not be evidenced by any separate instrument and, notwithstanding anything contained herein or in the other Loan Documents to the contrary, shall not be prohibited hereunder or under any of the other Loan Documents. Each Borrower waives presentmentDocuments delivered in connection with the B Loan shall, notice at Lender’s option, constitute an Event of dishonor, protest and notice of non-payment or non-performance Default under the Loan Documents delivered in connection with respect to each Intra-Party Loan for which it is liable under this Agreement. Intra-Party Loans shall be subject and subordinate in the A Loan; (e) all cases to the terms, conditions and liens of the Loan Documents, Documents delivered in connection with the A Loan securing or guaranteeing the obligations of Borrower under the A Loan also shall secure and revenues from guaranty the other Facilities obligations of the Borrower under the Loan Documents delivered in connection with the B Loan; (f) all of the Loan Documents delivered in connection with the B Loan securing or guaranteeing the obligations of Borrower under the B Loan also shall secure and guaranty the obligations of the Borrower under the Loan Documents delivered in connection with the A Loan; (g) the aggregate principal amount secured by each of the Loan Documents delivered in connection with the A Loan and the Loan Documents delivered in connection with the B Loan shall be FOUR HUNDRED EIGHT-EIGHT MILLION AND 00/100 DOLLARS ($488,000,000.00) the sole and exclusive source of payment of any Intra-Party Loan. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from such repayment(“Aggregate Debt”).

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence Borrower and the affiliates of any Borrower acknowledging and agreeing to the terms of this Exhibit B-2, and identified on Exhibit C to this Instrument (collectively, with the Borrower, the “Borrowers”), each own their respective multifamily property described on Exhibit C to this Instrument. All of the properties described on Exhibit C, which includes the Mortgaged Property, are referred to herein individually as a “Borrower’s Project” and collectively as the “Borrowers’ Projects.” Contemporaneous with the closing and funding of the loan to the Borrower evidenced by the Note, the Lender has extended additional loans to the other Borrowers, each loan being secured by a Multifamily Mortgage, Assignment of Rents and Security Instrument (a “Security Instrument”) against each of the Borrowers’ Projects, respectively, each such Security Instrument containing cross-collateralization and cross-default provisions in form and substance identical to this Exhibit B-2. (b) The Borrowers acknowledge that the Lender is unwilling to extend the loan evidenced by the Note to the Borrower unless the Borrowers agree that all of the Borrowers’ Projects will be treated as a single project through the imposition of cross-collateralization, cross-default and release provisions. (c) The Borrowers hereby respectively agree and consent that as additional security to the Lender, each of the Borrowers’ Projects shall be subject to the lien of the Lender’s Security Instrument for each of the Borrowers’ Projects, and that each of the respective Borrowers’ Projects shall collateralize the other Borrowers’ Projects as follows: all Mortgaged Property (as defined in the respective Security Instrument) for each of the Borrowers’ Projects shall be considered part of the “Mortgaged Property” under this Instrument, and shall be collateral under this Instrument and the Loan Documents. (d) The Borrowers hereby agree and consent that if an Event of Default occurs under the Security Instrument securing one of the Borrowers’ Projects, then an Event of Default shall exist under all of the Security Instruments with respect to the other Modifications to Instrument Cross Default & Cross Collateralization Form 4068 Borrowers’ Projects. No notice shall be required to be given to the Borrowers in connection with such Event of Default. In the event of an Event of Default under this Agreement. (b) Each Borrower acknowledges and agrees that because each of the Security Instruments secures the entire Loan and a Security Instrument Default with respect to any Facility will one of the Borrowers’ Projects, the Lender shall have the right, in its sole and absolute discretion, to exercise and perfect any and all rights in and under the Loan Documents with regard to any or all of the other Borrowers’ Projects, including, but not limited to, an acceleration of one or all of the Notes and the sale of one or all of the Borrowers’ Projects in accordance with the terms of the respective Security Instruments. No notice, except as may be required by the respective Security Instruments, shall be required to be given to the Borrowers in connection with the Lender’s exercise of any and all of its rights after an Event of Default under this Agreement, each Borrower has a direct and material interest in preventing the occurrence of an Event of Default. Accordingly each Borrower is willing to commit to make or receive loans (each an "Intra-Party Loan" and collectively, the "Intra-Party Loans") in order to provide for the payment of all amounts due under the Loan Documents and, in so doing, to avoid an Event of Default hereunder. Borrowers each acknowledge and agree that Lender is an intended third party beneficiary of Borrowers' obligations hereunder. If and to the extent that net revenues from any Facility (herein, a “Contributing Facility”) are applied to make payments on the Loan in excess of the payments due on the Allocated Loan Amount with respect to the Contributing Facility, the Borrower who owns the Contributing Facility shall be deemed to have made an Intra-Party Loan to the other Borrowers (proportionate to their respective Allocated Loan Amounts) in the amount of such proceeds so appliedoccurred. (ce) All Intra-Party Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the party which owes such Intra-Party Loan to the party making same solely by its execution of this Agreement, shall not be evidenced by any separate instrument and, notwithstanding anything contained herein or in the other Loan Documents to the contrary, shall not be prohibited hereunder or under The Borrowers may request that Lender make a determination whether any of the other Loan DocumentsBorrowers’ Projects may be released from the cross-default and cross-collateral provisions of this Section if (i) one of the Borrowers proposes to pay off its respective loan held by Lender and secured by the Borrowers’ Projects, or (ii) one of the Borrowers proposes to sell its respective Borrower’s Project and have such Borrower’s loan on that project assumed by a buyer acceptable to Lender. Each Borrower waives presentmentUpon such request from the Borrowers, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Party Loan for which it is liable under this Agreement. Intra-Party Loans Lender shall be subject and subordinate in all cases consent to the terms, conditions and liens release of the Loan Documents, and revenues respective Borrower’s Project from the other Facilities shall cross-default and cross-collateral provisions of this Section, provided: (1) The remaining loans to the Borrowers secured by the remaining Borrowers’ Projects that are not requested to be released have, in the sole aggregate, a minimum overall 1.45 debt service coverage, based on the remaining respective Borrowers’ Projects’ collective Net Operating Income for the 12 months of operation immediately prior to the Borrowers’ request for such release; and (2) If one of the Borrowers’ loans is to be assumed by a buyer acceptable to and exclusive source approved by Lender, the assumed loan must also have a minimum 1.45 debt service coverage, based on that project’s Net Operating Income for the 12 months of payment of any Intra-Party Loan. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from operation immediately prior to the Borrowers’ request for such repaymentrelease.

Cross Default and Cross Collateralization. In consideration of the benefits to Borrowers from the Loan, the receipt and sufficiency of which are hereby acknowledged, Borrowers agree as follows: (a) The occurrence of any Security Instrument Default shall be an Event of Default under this Agreement. (b) Each Borrower acknowledges and ----------------------------------------- hereby agrees that because each of the Security Instruments secures the entire Loan and a Security Instrument Default (i) with respect to any Facility will Other Loan which contains terms similar to those set forth in Section 8.32 with respect to stabilization and ------- ---- resizing of such Other Loan (a "Stabilization Loan"), the relevant Other ------------------ Borrower's obligations under such Other Loan and the Other Loan Documents shall be an Event cross-defaulted with this Loan until the earlier of Default under (y) the date on which such Stabilization Loan or this Loan has been resized pursuant to such terms and transferred in a Securitization (as defined herein and in the relevant Other Loan Agreements) for loans which have stabilized of which the Loan or applicable Other Loans are not a part and (z) Lender's election to release the cross- default and (ii) the Loan shall be cross-defaulted with any Other Loan which is included in the same Securitization (as defined herein and in the relevant Other Loan Agreement) as the Loan. During the term of any cross-default and with respect to those Other Loans which are the subject of such cross-default, each without limitation to any other right or remedy provided to Lender in this Agreement or any of the other Loan Documents, Borrower has a direct covenants and material interest in preventing agrees that upon the occurrence of an Event of Default. Accordingly each Borrower Default (1) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently 141 in separate proceedings which it, as Lender, in its sole and absolute discretion, shall determine from time to time, (2) Lender is willing not required to commit to make or receive loans either xxxxxxxx assets, sell Collateral (each an "Intra-Party Loan" and collectively, the "Intra-Party Loans") as defined in order to provide for the payment of all amounts due under the Loan Documents andand the relevant Other Loan Documents) in any inverse order of alienation, or be subjected to any "one action" or "election of remedies" law or rule, (3) the exercise by Lender of any remedies against any Collateral (as defined in so doing, to avoid an Event of Default hereunder. Borrowers each acknowledge and agree that Lender is an intended third party beneficiary of Borrowers' obligations hereunder. If and to the extent that net revenues from any Facility (herein, a “Contributing Facility”) are applied to make payments on the Loan in excess of Documents and the payments due on the Allocated relevant Other Loan Amount with respect to the Contributing Facility, the Borrower who owns the Contributing Facility shall be deemed to have made an Intra-Party Loan to the Documents) will not impede Lender from subsequently or simultaneously exercising remedies against any other Borrowers Collateral (proportionate to their respective Allocated Loan Amounts) as defined in the amount of such proceeds so applied. Loan Documents and the relevant Other Loan Documents) and (c4) All Intra-Party Loans deemed all Liens (as defined herein and in the relevant Other Loan Agreements) and other rights, remedies and privileges provided to be made under Lender in this Agreement shall be evidenced by this Agreement, shall be an obligation of the party which owes such Intra-Party Loan to the party making same solely by its execution of this Agreement, shall not be evidenced by any separate instrument and, notwithstanding anything contained herein or in and the other Loan Documents and the relevant Other Loan Documents or otherwise shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) and all Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) has been foreclosed, sold and/or otherwise realized upon. Borrower hereby consents and agrees that Operator's interest in the Facility shall be security for the performance of the obligations of relevant Other Operators' obligations under the Other Loan and the Other Loan Documents and the relevant Other Operator's interest in the relevant Facility (as defined in the relevant Other Loan Agreement) shall be security for the Operator's obligations hereunder and under the Loan Documents. During the term of any cross-default and with respect to those Other Loans which are the contrarysubject of such cross-default, without limitation to any other right or remedy provided to Lender in this Agreement or any of the other Loan Documents Borrower acknowledges and agrees (y) the obligations of the relevant Other Borrower shall be cross-defaulted with the Borrower's obligation under the Loan and (z) the Operator shall be jointly and severally liable for the obligations of the relevant Other Operators under the applicable relevant Other Loan Documents. Borrower hereby waives its right, title and interest in and to Excess Proceeds and hereby agrees that, subject to this Loan Agreement, all such Excess Proceeds are the property of Operator (provided, however, Operator has assigned all its right, title and interest in and to any Excess Proceeds to Lender). If Borrower receives any Excess Proceeds, Borrower hereby agrees to immediately remit such Excess Proceeds to Lender. (b) Operator hereby agrees that (i) with respect to any Other Loan which is a Stabilization Loan, the relevant Other Operator's obligations under such Other Loan and under the Other Loan Documents shall be cross-collateralized and cross-defaulted with Operator's obligations hereunder and under the other Loan Documents until the earlier of (y) the date on which such Stabilization Loan or this Loan has been resized pursuant to such terms and transferred in a Securitization (as defined herein and in the relevant Other Loan Agreements) for loans which have stabilized of which the Loan or applicable Other Loans are not a part and (z) Lender's election to release the cross-collateralization and cross-default and (b) the Operator's obligations hereunder and under the other Loan Documents shall be prohibited hereunder cross-collateralized and cross-defaulted with any Other Operator's obligations under any Other Loan which is included in the same Securitization (as defined herein and in the relevant Other Loan Agreement) as the Loan. During the term of any cross-collateralization and cross-default and with respect to those Other Loans which are the subject of such cross-collateralization and cross-default, without limitation to any other right or under remedy provided to Lender in this Agreement or any of the other Loan Documents, Operator covenants and agrees that upon the occurrence of an Event of Default (1) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings which it, as Lender, in its sole and absolute discretion, shall determine from time to time, (2) Lender is not required to either xxxxxxxx assets, sell Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) in any inverse order of alienation, or be subjected to any "one action" or "election of remedies" law or rule, (3) the exercise by Lender of any remedies against any Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) will not impede Lender from subsequently or simultaneously exercising remedies against any other Collateral (as defined in the Loan Documents and the relevant Other Loan Documents), (4) all Liens (as defined herein and in the relevant Other Loan Agreements) and other rights, remedies and privileges provided to Lender in this Agreement and the other Loan Documents and the relevant Other Loan Documents or otherwise shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) and all Collateral (as defined in the Loan Documents and the relevant Other Loan Documents) has been foreclosed, sold and/or otherwise realized upon and (5) Operator's interest in the Facility shall be security for the performance of the obligations of each relevant Other Operator under the Other Loan Documents and each Other Operator's interest in the relevant Facility (as defined in the relevant Other Loan Agreement) shall be security for the performance of the obligations of Operator hereunder and under the other Loan Documents. Each Borrower waives presentmentIn furtherance of the foregoing, notice Operator hereby grants to Lender a continuing security interest in all of dishonorOperator's right, protest title and notice interest in any and all proceeds to which Operator may be entitled after foreclosure on, or sale pursuant to a power of nonsale of, the Facility (the "Excess Proceeds") and hereby --------------- agrees that such Excess Proceeds may be applied by Lender to any Other Operator's obligations under any Other Loan. During the term of any cross- collateralization and cross-payment or non-performance default and with respect to each Intrathose Other Loans which are the subject of such cross-Party Loan for which it is liable under collateralization and cross-default, without limitation to any other right or remedy provided to Lender in this Agreement. Intra-Party Loans shall be subject and subordinate in all cases to the terms, conditions and liens Agreement or any of the other Loan Documents, Operator acknowledges and revenues from the other Facilities agrees that (w) it shall be jointly and severally liable for the sole obligations of the relevant Other Operators under the relevant Other Loan Documents, (y) the relevant Other Operators shall be jointly and exclusive source severally liable for the obligations of payment the Operator under the Loan Documents and (z) the Borrower's obligations under the Loan shall be cross-defaulted with the obligations of any Intra-Party Loanthe relevant Other Borrowers under the applicable relevant Other Loan Documents. Intra-Party Loans may be repaid in whole or in part provided there is then no Default or Event of Default and no Default or Event of Default would result from such repayment.[Signatures on the following pages]