Common use of Cross-Default; Cross-Collateralization Clause in Contracts

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an event of default under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guaranties, on a non-recourse basis, which guaranties will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each any of the other Loan Documents; (ii) an Event Security Instruments or the mortgages, deeds to secure debt, deeds of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for trust securing the Note Affiliate Loans or any guaranties relating thereto in such order as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall it may elect in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto.its sole discretion; (bd) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure Any release of all or any portion of the Property under the Mortgage as provided in Section 3.07 herein shall be accomplished with a simultaneous release of the same property under the Second Mortgage, subject to satisfaction of the requirements in Section 3.07 herein; (e) Lender shall not be required to accept prepayment of the Loan or any of the other Pooled Loans (however, the two Pooled Properties located in Dallas, Texas may be released individually, resulting in a partial prepayment of the applicable loan on the release of the first of the two properties) pursuant to the prepayment provisions of the Note or the respective Affiliate Notes (with applicable Prepayment Premium) without a simultaneous prepayment in full of the other Pooled Loans pursuant to the Note or the Affiliate Notes, respectively; provided, however, that Borrower may prepay the Loan pursuant to the Property Release Privilege in Section 3.07 hereof or may consummate a Substitution (as defined in Section 3.08 hereof) without the simultaneous prepayment in full of the other Pooled Loans; and (f) Any transfer pursuant to Section 30 [Due on Sale] of the Mortgage shall be subject to the cross-collateralization and cross default provisions herein, including the Borrower Guaranties and the Second Security Instruments, . Any transferee under such Section must assume all obligations under such cross-collateralization and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender Lxxxxx has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, BorrowerBxxxxxxx, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, BorrowerBxxxxxxx’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, BorrowerBxxxxxxx, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an event of default under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guaranties, on a non-recourse basis, which guaranties will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each any of the other Loan Documents; (ii) an Event Security Instruments or the mortgages, deeds to secure debt, deeds of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for trust securing the Note Affiliate Loans or any guaranties relating thereto in such order as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall it may elect in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto.its sole discretion; (bd) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure Any release of all or any portion of the Property under the Mortgage as provided in Section 3.07 herein shall be accomplished with a simultaneous release of the same property under the Second Mortgage, subject to satisfaction of the requirements in Section 3.07 herein; (e) Lender shall not be required to accept prepayment of the Loan or any of the other Pooled Loans pursuant to the prepayment provisions of the Note or the respective Affiliate Notes (with applicable Prepayment Premium) without a simultaneous prepayment in full of the other Pooled Loans pursuant to the Note or the Affiliate Notes, respectively; provided, however, that Borrower may prepay the Loan pursuant to the Property Release Privilege in Section 3.07 hereof without the simultaneous prepayment in full of the other Pooled Loans; and (f) Any transfer pursuant to Section 30 [Due on Sale] of the Mortgage shall be subject to the cross-collateralization and cross default provisions herein, including the Borrower Guaranties and the Second Security Instruments, . Any transferee under such Section must assume all obligations under such cross-collateralization and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. (a) Each Borrower acknowledges that Lender has made the Loan to Borrower Borrowers upon the security of its their collective interest in the Properties Projects and in reliance upon the aggregate of the Properties Projects taken together being of greater value as collateral security than the sum of each Individual Property the Projects taken separately. Each Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) Mortgages are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents the Mortgages shall constitute an Event of Default under the other Mortgages which secures the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each of the other Loan DocumentsMortgage; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; and (iii) each Security Instrument Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties Projects as security for the Note; . Each Borrower covenants and agrees that in the case of an Event of Default (i) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings from time to time, as mortgagee, in its sole and absolute discretion, shall determine from time to time, (ii) Lender is not required to either marshal assets, sell any individual Project in any inverse order of alienation, or be subject to any “one action” or “election of remedies” law or rule, (iii) the exercise by Lender of any remedies against any one Project will not impede Lender from subsequently or simultaneously exercising remedies against any other Project and (iv) such cross collateralization all liens and other rights, remedies or privileges provided to Lender shall remain in no event be deemed to constitute a fraudulent conveyance full force and Borrower waives any claims related theretoeffect until Lender has exhausted all of its remedies against the Projects and all Projects have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Loan. (b) Each Borrower hereby acknowledges and agrees that, by virtue of the foregoing provisions of subsection (a), each Borrower has a direct and material interest in preventing the occurrence of an Event of Default under any of the Loan Documents. Accordingly, each Borrower is willing to continue to make or receive loans (each an “Intra-Obligor Loan”, and collectively, the “Intra-Obligor 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 thereunder. In the event and to the extent that the proceeds from any of the Projects or any other collateral granted to Lender by any Borrower (the “Creditor”) are applied to any payments due with respect to the Projects or other collateral owned by any other Borrower (the “Debtor”) from and after the Original Date, then the Creditor shall be deemed to have made an Intra-Obligor Loan to Debtor in the amount of such proceeds so applied (the “Intra-Obligor Loan Amount”). Such Intra-Obligor Loan shall be deemed to be made on a non-recourse basis and shall be repaid out of the future proceeds of the Project or other collateral owned by the Debtor, together with interest thereon at a rate to be agreed upon from time to time by each Borrower. (c) All Intra-Obligor Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the Debtor which owes such Intra-Obligor Loan solely by its execution of this Agreement and shall not be evidenced by any separate instrument. Each party hereby waives presentment, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Obligor Loan for which it is liable under this Agreement. Interest and principal on Intra-Obligor Loans shall be paid solely out of Net Proceeds from the Project or other property owned by the Debtor and shall be subject in all cases to the terms and conditions of the Loan Documents, and the payments from such sources shall be the sole and exclusive remedy available to any Creditor during the term of the Loan. Each such payment of principal or interest on Intra-Obligor Loans shall be subordinate and subject to the prior payment of all amounts payable under the Loan Documents. To the fullest extent permitted by lawsuch sources of payment are insufficient to pay interest and principal on any Intra-Obligor Loan, Borrower, the Creditor owed such Intra-Obligor Loan shall not have any claim against the Debtor which owes such Intra-Obligor Loan for itself and its successors and assigns, waives all rights to a marshalling such amounts or lien on or security interest in any of the assets of Borrower, Borrower’s partners such Debtor and others with interests in Borrower, and of no further or additional recourse shall be available against the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoeverDebtor. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure All payments received on account of any or all of the Security InstrumentsIntra-Obligor Loan under this Agreement shall be credited first to interest, any equitable right otherwise available then to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiesprincipal. Accrued but unpaid interest shall not be compounded.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an Event of Default, under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guarantees which guarantees will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon the occurrence of an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each any of the other Loan Documents; Security Instruments or the mortgages, deeds to secure debt, or deeds of trust securing the Affiliate Loans or any guarantees relating thereto in such order as it may elect in its sole discretion; (iid) an Event of Default hereunder Lender shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all not be required to accept prepayment of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all Loan or any of the other Pooled Loans pursuant to the prepayment provisions of the Note or the respective Affiliate Notes (with applicable prepayment premium) without a simultaneous prepayment in full of the other Pooled Loans pursuant to the Note or the Affiliate Notes, respectively; provided, however, that Borrower may prepay the Loan pursuant to the Substitution provisions in Section 3.08 hereof without the simultaneous prepayment in full of the other Pooled Loans; and (e) Any transfer pursuant to Paragraph 30 [Due on Sale] of the Mortgage shall be subject to the cross-collateralization and cross default provisions herein, including the Borrower Guarantees and the Second Security Instruments, . Any transferee under such Section must assume all obligations under such cross-collateralization and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. Each Guarantor agrees that all collateral now or hereafter pledged, granted, mortgaged, deeded, assigned or otherwise transferred as security for any indebtedness or obligations of any Guarantor to HRP shall constitute and be deemed to be collateral (athe "Collateral") Borrower acknowledges that Lender has made securing all of the Loan Guaranteed Obligations, and each Guarantor hereby grants to Borrower upon the HRP a continuing security of its collective interest in all the Properties Collateral and in reliance upon all additions, accessions and replacements thereof and thereto. Any default in the aggregate full and punctual payment and performance of any of the Properties taken together being Guaranteed Obligations or in or under any Security Document or in or under this Agreement shall, after the passage of greater value as collateral security than the sum any applicable grace period, constitute and be deemed to be an event of default in respect of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default every Guaranteed Obligation under each Security Instrument; (iii) each Document. Upon the occurrence of any such default, in addition to all other rights and remedies HRP may have under any Security Instrument shall constitute security for the Note as if a single blanket lien were placed on Document HRP may, at its option, declare all of the Properties as security for Guaranteed Obligations and all other liabilities and obligations of the Note; Guarantors to HRP hereunder, under the Security Documents or otherwise, immediately due and (iv) such cross collateralization shall payable to HRP without further demand or notice of any nature, all of which are expressly waived by the Guarantors. HRP may realize upon the Collateral in no event be deemed any manner and in any order not inconsistent with applicable law and each Guarantor hereby waives, to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by applicable law, Borrowerthe right, for itself if any, to require any sale of Collateral to be made in parcels, and its successors the right, if any, to select parcels to be sold, and assignsthe right, waives all rights if any, to a require marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, Collateral or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an Event of Default under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guaranty which will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon the occurrence of an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security InstrumentsInstruments or the mortgages, and agrees deeds to secure debt, or deeds of trust securing the Affiliate Loan or any guarantees relating thereto in such order as it may elect in its sole discretion; (d) Lender shall not be required to assert any right under any laws pertaining accept prepayment of the Loan or the Affiliate Loan pursuant to the marshalling prepayment provisions of assetsthe Note or the Affiliate Note (with applicable prepayment premium) without a simultaneous prepayment in full of the other Pooled Loan; provided, the sale in inverse order of alienationhowever, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under that Borrower may prepay the Loan Documents pursuant to a sale the Property Release Privilege in Section 3.07 hereof without the simultaneous prepayment in full of the Properties for the collection Affiliate Loan; and (e) Any transfer pursuant to Paragraph 30 [Due on Sale] of the Debt without any prior or different resort for collection or of the right of Lender Mortgage shall be subject to the payment of cross-collateralization and cross default provisions herein, including the Debt out of Borrower Guaranty and the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Second Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; . Any transferee under such Section must assume all obligations under such cross-collateralization and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made The Indebtedness and Obligations of Debtor as evidenced by the Loan to Borrower upon Note, this Security Agreement, the security of its collective interest in the Properties Mortgage and in reliance upon the aggregate any of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the other Loan Documents securing or executed in connection with the Note (including, without limitationcollectively, the Security Instruments) "Subject Loan ------------- Documents"), are and will be cross collateralized and cross defaulted with each any other so that note, ------------ mortgage or deed to secure debt, security agreement, loan document or agreement executed in connection with or as security for the Indebtedness and Obligations now or hereafter existing by Debtor to Secured Party (icollectively, the "Cross Pledged and Defaulted Loan Documents"). The existence of an Event of Default --------------------------------------- under any of the Subject Loan Documents (after the expiration of any applicable notice and cure periods) shall be deemed and shall constitute an Event of Default under the Cross Pledged and Defaulted Loan Documents (without any further notice and cure by Secured Party to Debtor which is hereby specifically waived by Debtor for all purposes), and an Event of Default under any of the Cross Pledged and Defaulted Loan Documents (after the expiration of any applicable notice and cure periods), shall constitute an Event of Default under each the Subject Loan Documents (without any further notice and cure by Secured Party to Debtor which is hereby specifically waived by Debtor for all purposes). The Property and other Collateral (as such terms are defined in the Subject Loan Documents) shall secure the Indebtedness and Obligations as evidenced by the Cross Pledged and Defaulted Loan Documents, and the Property and other Collateral as such terms are defined in the Cross Pledged and Defaulted Loan Documents shall secure the Indebtedness and Obligations as evidenced by the Subject Loan Documents. Notwithstanding the foregoing, Secured Party reserves the night, to undo, with respect to any promissory note part of the Indebtedness and Obligations of Debtor to Secured Party, any cross default or collateralization of such promissory notes and the Collateral securing same to any other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all promissory note part of the Properties as security for Indebtedness or Obligations of Debtor to Secured Party and the Note; and (iv) Collateral securing such cross collateralization shall other promissory note, in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related theretoits Sole Discretion. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the PropertiesProperties (or any portion thereof and/or estate or other interest therein), or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security InstrumentsInstruments (whether in whole or in part), and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties (or any portion thereof and/or estate or other interest therein) for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties (or any portion thereof and/or estate or other interest therein) in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security InstrumentsInstruments (whether in whole or in part), any equitable right otherwise available to Borrower which would require the separate sale of the Properties (or any portion thereof and/or estate or other interest therein) or require Lender to exhaust its remedies against any Individual Property (or any portion thereof and/or estate or other interest therein) or any combination of the Properties (or any portion thereof and/or estate or other interest therein) before proceeding against any other Individual Property (or any portion thereof and/or estate or other interest therein) or combination of PropertiesProperties (or any portion thereof and/or estate or other interest therein); and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the PropertiesProperties (or any portion thereof and/or estate or other interest therein).

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender This Loan is given in connection with one or more loans which Lender, either individually or as Agent on behalf of itself and other Lenders, has made or will make to Borrower. Upon the Loan to Borrower upon the security occurrence of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under this Agreement or any of the other Loan Documents shall constitute relating hereto or the occurrence of an Event of Default under each the Amended and Restated Receivables Loan Agreement (Receivables Loan Agreement") regarding the Receivables Loan or the Construction Loan, then in any such event, the Lender may declare all of the principal, interest and other sums which may be outstanding under this Loan Documents; and under the Receivables and Construction Loans (iicollectively the "Indebtedness") to be immediately due and payable and the Lender may exercise any and all rights and remedies provided in the Loan Documents or any Loan Document in connection with this Agreement, the Receivables Loan or the Construction Loan. Any and all Collateral, as defined in each Loan Agreement, and granted as security for any Loan shall secure to Lender the payment of the total Indebtedness in the performance of the covenants and agreements set forth in this Loan Agreement, the Receivables Loan Agreement or the Construction Loan Agreement (collectively the "Obligations"), all of which are secured to Lender without apportionment or allocation of any part or portion of said Collateral. Upon such an Event of Default Lender shall be entitled to enforce the payment of the Indebtedness and performance of all Obligations and to exercise all of its rights, remedies and powers provided hereunder or under any other Loan Agreement in one or more proceedings, whether contemporaneous, consecutive or both to be determined by Lender in its sole and absolute discretion. The enforcement of any such rights or remedies by Lender shall not constitute an Event election of Default remedies and shall not prejudice in any way, limit or preclude the enforcement of any other right or remedy under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all any of the Properties as security for Loan Documents through one or more additional proceedings. No judgment obtained by Lender in any one or more enforcement proceeding shall merge the Note; debt secured hereby into such judgment and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling portion of the assets Indebtedness which shall remain unpaid shall be a continuing obligation of BorrowerBorrower not merged with such judgment. Lender may bring any action or proceeding including without limitation foreclosure through judicial proceedings, Borrower’s partners power of sale or otherwise in any state or federal court and others with interests in Borrower, and of the Properties, or such proceeding may relate to a sale in inverse order of alienation in the event of foreclosure of all or any part of the Security Instruments, and agrees not to assert any right under any laws pertaining total Collateral without regard to the marshalling of assets, fact that any one or more prior or contemporaneous proceedings have been commenced elsewhere with respect to the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, same or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale part of the Properties for the collection total Collateral. The proceeds of the Debt without any prior such enforcement or different resort for collection or of the right of Lender foreclosure shall be applied to the payment of the Debt out Indebtedness in such order as Lender may determine in its sole discretion. The documents and instruments evidencing and securing this Loan shall also secure the Receivables Loan of the net proceeds of the Properties in preference even date herewith between Agent and Borrower and any Construction Loan which may be entered into hereafter between Borrower and Agent as Lender pursuant to every other claimant whatsoever. In additionthat certain Standby Commitment dated September 1, Borrower, for itself 1999 and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiesvise-versa.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an Event of Default, under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guarantees which guarantees will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon the occurrence of an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each any of the other Loan Documents; Security Instruments or the mortgages, deeds to secure debt, or deeds of trust securing the Affiliate Loans or any guarantees relating thereto in such order as it may elect in its sole discretion; (iid) an Event of Default hereunder Lender shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all not be required to accept prepayment of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all Loan or any of the other Pooled Loans pursuant to the prepayment provisions of the Note or the respective Affiliate Notes (with applicable prepayment premium) without a simultaneous prepayment in full of the other Pooled Loans pursuant to the Note or the Affiliate Notes, respectively; provided, however, that Borrower may prepay the Loan pursuant to the Property Release Privilege in Section 3.07 hereof and Substitution provisions in Section 3.08 hereof without the simultaneous prepayment in full of the other Pooled Loans; and (e) Any transfer pursuant to Paragraph 30 [Due on Sale] of the Mortgage shall be subject to the cross-collateralization and cross default provisions herein, including the Borrower Guarantees and the Second Security Instruments, . Any transferee under such Section must assume all obligations under such cross-collateralization and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s 's partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt Obligations without any prior or different resort for collection or of the right of Lender to the payment of the Debt Obligations out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties Property and in reliance upon the aggregate of all of the Individual Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security InstrumentsInstrument) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties Property as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties. (c) Borrower represents that it has paid all state, county and municipal recording and all other taxes imposed upon the execution and recordation of each Security Instrument. If at any time Lender determines, based on applicable Legal Requirements, that Lender is not being afforded the maximum amount of security available from any one or more of the Properties as a direct or indirect result of applicable taxes not having been paid with respect to any Individual Property, Borrower agrees that Borrower will execute, acknowledge and deliver to Lender, immediately upon Lender’s request, supplemental affidavits increasing the amount of the Debt attributable to any such Individual Property to an amount determined by Lender to be equal to the lesser of (i) the greater of the fair market value of the applicable Individual Property (1) as of the date hereof and (2) as of the date such supplemental affidavits are to be delivered to Lender, and (ii) the amount of the Debt attributable to any such Individual Property (as set forth on Schedule VI hereof), and Borrower shall, on demand, pay any additional taxes.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the 80 Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) Each Borrower acknowledges that Lender has made the Loan to Borrower Borrowers upon the security of its their collective interest in the Properties Projects and in reliance upon the aggregate of the Properties Projects taken together being of greater value as collateral security than the sum of each Individual Property the Projects taken separately. Each Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) Mortgages are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents the Mortgages shall constitute an Event of Default under the other Mortgages which secures the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each of the other Loan DocumentsMortgage; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; and (iii) each Security Instrument Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties Projects as security for the Note; . Each Borrower covenants and agrees that in the case of an Event of Default (i) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings from time to time, as mortgagee, in its sole and absolute discretion, shall determine from time to time, (ii) Lender is not required to either marshal assets, sell any individual Project in any inverse order of alienation, or be subject to any “one action” or “election of remedies” law or rule, (iii) the exercise by Lender of any remedies against any one Project will not impede Lender from subsequently or simultaneously exercising remedies against any other Project and (iv) such cross collateralization all liens and other rights, remedies or privileges provided to Lender shall remain in no event be deemed to constitute a fraudulent conveyance full force and Borrower waives any claims related theretoeffect until Lender has exhausted all of its remedies against the Projects and all Projects have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Loan. (b) Each Borrower hereby acknowledges and agrees that, by virtue of the foregoing provisions of subsection (a), each Borrower has a direct and material interest in preventing the occurrence of an Event of Default under any of the Loan Documents. Accordingly, each Borrower is willing to continue to make or receive loans (each an “Intra-Obligor Loan”, and collectively, the “Intra-Obligor 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 thereunder. In the event and to the extent that the proceeds from any of the Projects or any other collateral granted to Lender by any Borrower (the “Creditor”) are applied to any payments due with respect to the Projects or other collateral owned by any other Borrower (the “Debtor”) from and after the date hereof, then the Creditor shall be deemed to have made an Intra-Obligor Loan to Debtor in the amount of such proceeds so applied (the “Intra-Obligor Loan Amount”). Such Intra-Obligor Loan shall be deemed to be made on a non-recourse basis and shall be repaid out of the future proceeds of the Project or other collateral owned by the Debtor, together with interest thereon at a rate to be agreed upon from time to time by each Borrower. (c) All Intra-Obligor Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the Debtor which owes such Intra-Obligor Loan solely by its execution of this Agreement and shall not be evidenced by any separate instrument. Each party hereby waives presentment, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Obligor Loan for which it is liable under this Agreement. Interest and principal on Intra-Obligor Loans shall be paid solely out of Net Proceeds from the Project or other property owned by the Debtor and shall be subject in all cases to the terms and conditions of the Loan Documents, and the payments from such sources shall be the sole and exclusive remedy available to any Creditor during the term of the Loan. Each such payment of principal or interest on Intra-Obligor Loans shall be subordinate and subject to the prior payment of all amounts payable under the Loan Documents. To the fullest extent permitted by lawsuch sources of payment are insufficient to pay interest and principal on any Intra-Obligor Loan, Borrower, the Creditor owed such Intra-Obligor Loan shall not have any claim against the Debtor which owes such Intra-Obligor Loan for itself and its successors and assigns, waives all rights to a marshalling such amounts or lien on or security interest in any of the assets of Borrower, Borrower’s partners such Debtor and others with interests in Borrower, and of no further or additional recourse shall be available against the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoeverDebtor. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure All payments received on account of any or all of the Security InstrumentsIntra-Obligor Loan under this Agreement shall be credited first to interest, any equitable right otherwise available then to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiesprincipal. Accrued but unpaid interest shall not be compounded.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender Xxxxxx has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, BorrowerXxxxxxxx, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, BorrowerXxxxxxxx’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, BorrowerXxxxxxxx, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has Lenders have made the Loan to Borrower upon the security of its their collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender Administrative Agent, on behalf of Lenders, under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender Administrative Agent, on behalf of Lenders, to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender Lenders to exhaust its their remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of LenderAdministrative Agent, pursuant to the terms hereof, the foreclosure and sale either separately or together of any combination of the Properties.

Cross-Default; Cross-Collateralization. (a) All collateral which Lender may at any time acquire from either Borrower acknowledges that and/or Obligors from any source in connection with any indebtedness owing to Lender has made the Loan by Borrower and/or Obligors, or any present or future obligation of Borrower and/or Obligors to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (includingLender, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for each and every obligation without apportionment or designation as to particular obligations, and all obligations, however and whenever occurred, shall be secured by such collateral howsoever and whensoever acquired, and it is the Note as if a single blanket lien were placed on all express intent of the Properties as security for the Note; parties to this Agreement that all past, present or future advances made by Lender to Borrower and/or Obligors shall be so cross-collateralized and (iv) Lender shall have no obligation to list any of such cross collateralization shall collateral described in no event be deemed or referred to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or this Agreement upon any of the Security Instrumentsdocuments executed in conjunction with the indebtedness of Borrower and/or Obligors upon any future notes or extensions of credit, it being the intention of the parties to this Agreement that all such transactions shall be collateralized by the collateral and agrees not the documents executed in conjunction herewith. Lender shall have the right, in its sole discretion, to assert determine the order in which Lender's rights or remedies against any right under any laws pertaining of the collateral are to be exercised and which type or portions of collateral are to be proceeded against and the marshalling of assets, the sale in inverse order of alienationapplication of the proceeds of any such collateral as against particular obligations. As such, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender default by Borrower under the Loan Documents or this Agreement shall be a default under any other loan documents evidencing indebtedness owing by Borrower and/or Obligors to Lender, and any default under any other loan documents evidencing indebtedness owing by Borrower and/or Obligors to Lender or this Agreement shall be a sale default under the Loan Documents. As such, Borrower hereby acknowledges that a default under the Facility #1 Loan shall constitute a default under the Facility #2 Loan, Facility #3 Loan and MLA, a default under the Facility #2 Loan shall constitute a default under the Facility #1 Loan, Facility #3 Loan and MLA, a default under the Facility #3 Loan shall constitute a default under the Facility #1 Loan, Facility #2 Loan and MLA, and a default under the MLA, shall constitute a default under the Facility #1 Loan, Facility #2 Loan and Facility #3 Loan. For purposes of this Agreement, "Obligor" shall mean any guarantor, any party pledging collateral to Lender, or, if Borrower is comprised of the Properties for the collection trustees of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instrumentsa trust, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiestrustor.

Cross-Default; Cross-Collateralization. As additional security for the Loan, the terms of the Security Instruments shall provide for the cross-collateralization and cross-default of the Pooled Loans. The Security Instruments provide, without limitation, that upon the occurrence of an Event of Default, under the terms and conditions of any of the Pooled Loans, Lender shall be entitled to exercise any and all remedies under any Security Instrument and/or mortgages, deeds to secure debt, or deeds of trust securing the Pooled Loans, including, but not limited to, accelerating each of the Pooled Notes and conducting a foreclosure sale on any one or more of the Pooled Properties. Lender has elected to structure such cross-collateralization and cross default in the following manner: (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties shall execute and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of deliver the Loan Documents required hereunder (including, without limitation, including the Security Instruments) are and the Environmental Indemnification Agreement; (b) Borrower shall execute and deliver the Borrower Guarantees which guarantees will be cross collateralized and cross defaulted with each other so that secured by the Second Security Instruments; (ic) Upon the occurrence of an Event of Default under any of Loan Documents shall constitute an Event of Default the Pooled Loans, Lender may elect to proceed to foreclose under each any of the other Loan Documents; Security Instruments or the mortgages, deeds to secure debt, or deeds of trust securing the Affiliate Loans or any guarantees relating thereto in such order as it may elect in its sole discretion; (iid) an Event of Default hereunder Lender shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all not be required to accept prepayment of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all Loan or any of the other Pooled Loans pursuant to the prepayment provisions of the Note or the respective Affiliate Notes (with applicable prepayment premium) without a simultaneous prepayment in full of the other Pooled Loans pursuant to the Note or the Affiliate Notes, respectively; provided, however, that Borrower may prepay the Loan pursuant to the Substitution provisions in Section 3.08 hereof without the simultaneous prepayment in full of the other Pooled Loans; and (e) Any transfer pursuant to Paragraph 30 [Due on Sale] of the Mortgage shall be subject to the cross-collateralization and cross default provisions herein, including the Borrower Guarantees and the Second Security Instruments, . Any transferee under such Section must assume all obligations under such cross-collateralization and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiescross default provisions.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the additional security of its collective interest in the Properties collateral securing the Cross Loan and in reliance upon the aggregate of the Properties collateral securing the Loan and the collateral securing the Cross Loan taken together being of greater value as collateral security than the sum of each Individual Property the collateral securing the Loan and the collateral securing the Cross Loan taken separately, and that the Mortgage and certain other Loan Documents secure both the Loan and the Cross Guaranty (as defined in the Cross Loan Agreement), and the Cross Mortgage and certain other Loan Documents (as defined in the Cross Loan Agreement) secure both the Cross Guaranty and the Cross Loan. Borrower agrees that each of the Loan Documents (including, without limitation, and the Security Instruments) Cross Loan are and will be cross collateralized and cross cross-defaulted with each other so that (i) an a Cross Event of Default under any of Loan Documents shall constitute an Event of Default under each the Loan Documents which secure the Note. Notwithstanding anything to the contrary contained herein, Lender in its sole discretion may, and in such event shall cause Cross Lender to, uncross the Loan with the Cross Loan at any time, and upon the release of the other Cross Borrowers under the Cross Guaranty and the Borrowers under the Cross Guaranty (as defined in the Cross Loan Documents; (ii) an Agreement), the foregoing cross-default of the Loan and the Cross Loan shall terminate and be of no further force or effect such that a Cross Event of Default hereunder shall no longer constitute an Event of Default under the Loan Documents and an Event of Default under the Loan Documents shall no longer constitute a Cross Event of Default under and as defined in the Cross Loan Agreement. Upon the release of the Cross Borrowers under the Cross Guaranty, and the Borrowers under the Cross Guaranty (as defined in the Cross Loan Agreement) as provided in this Section 11.28 and in Section 11-28 of the Cross Loan Agreement, Lender and Cross Lender, at their sole cost and expense, with the cooperation of Borrower and its Affiliates in the Cross Loan, including Cross Borrowers, shall execute and deliver, or shall cause to be executed and delivered, such documents and instruments as are reasonably necessary and appropriate to evidence the same and to effect the release and discharge of record the lien created by each of the Mortgage and Security Instrument; (iii) each Agreement in favor of the Cross Lender and the Cross Mortgage and the Cross Security Instrument Agreement in favor of Lender, including but not limited to UCC-3 termination statements. For the purpose of clarity, upon the release or substitution of an Individual’ Property pursuant to this Agreement, such Individual Property shall constitute security no longer be collateral for the Note as if a single blanket lien were placed on all benefit of the Properties as security for Cross Lender pursuant to the Note; Cross Guaranty Substitution. After the Closing Date, but prior to the Permitted Prepayment Date, Borrower may obtain a release of the Lien of a Mortgage (and the related Loan Documents) encumbering an Individual Property (iva “Substituted Property”) such cross collateralization by substituting therefor another property of like kind and quality acquired by Borrower (individually, a “Substitute Property” and collectively, the “Substitute Properties”), provided that the following conditions precedent are satisfied: (a) Lender shall in no event be deemed to constitute a fraudulent conveyance have received at least thirty (30) days prior written notice requesting the substitution and Borrower waives any claims related theretoidentifying the Substitute Property and the Substituted Property. (b) To The Allocated Loan Amount of the fullest extent permitted Substituted Property, when taken together with the Allocated Loan Amounts of all other Substituted Properties substituted pursuant to this Section 11.29, does not exceed thirty-five percent (35%) of the original principal balance of the Loan. (c) After giving effect to the proposed substitution, no Event of Default shall be continuing. (d) The Substitute Property shall not have suffered a Casualty or Condemnation which has not been fully restored. (e) If the Loan is part of a Securitization, Lender shall have received an Appraisal of the Substitute Property, dated no more than sixty (60) days prior to the substitution date, prepared by lawa senior commercial appraiser of the American Appraisal Institute acceptable to the Rating Agencies. (f) Intentionally omitted. (g) Lender shall have received a current survey for the Substitute Property, Borrower, for itself certified to the title insurance company and its Lender and their respective successors and assigns, waives all rights in substantially the same form and content as the certification of the survey of the Substituted Property prepared by a professional land surveyor licensed in the state in which the Substitute Property is located and acceptable to the Rating Agencies, in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such survey shall reflect the same legal description contained in the title insurance policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property (unless such real property has been satisfactorily designated by lot number on a recorded plat). The surveyor’s seal shall be affixed to such survey and, if customary, such survey shall certify whether any portion of the surveyed property or the improvements thereon is located in a “‘one-hundred -year flood hazard area.” (h) Lender shall have received a Phase I environmental report acceptable to a marshalling reasonably prudent lender and, if recommended under the Phase I environmental report, a Phase II environmental report acceptable to a reasonably prudent lender, which concludes that the Substitute Property does not contain any Hazardous Substances (as defined in the Environmental Indemnity) requiring remediation under any Environmental Law (as defined in the Environmental Indemnity) and is not subject to any known risk of contamination from any off-site Hazardous Substance. (i) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property is in good condition and repair and free of damage or waste. If the Physical Conditions Report recommends that any repairs be made with respect to the Substitute Property, such Physical Conditions Report shall include an estimate of the assets cost of Borrowersuch recommended repairs and, Borrower’s partners subject to the terms and others conditions set forth in Section 6.1.2, Borrower shall deposit with interests in Borrower, and Lender an amount equal to one hundred fifteen percent (115%) of the Properties, or to a sale in inverse order of alienation such estimated cost in the event of foreclosure of all or any of the Security Instrumentssuch estimated cost exceeds $50,000, which deposit shall constitute “Required Repair Funds”, and agrees not shall be released to assert any right under any laws pertaining Borrower in accordance with the provisions of Section 6.1. (j) Lender shall have received evidence satisfactory to a reasonably prudent lender that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and such compliance shall be confirmed by delivery to Lender of report from the Planning and Zoning Resource Corporation or such other similar consultant which in the ordinary course of its business provides zoning analyses and reports to institutional lenders. (k) Lender shall have received valid certificates of insurance indicating that the requirements for the policies of insurance required for an Individual Property hereunder have been satisfied with respect to the marshalling Substitute Property and evidence of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of all premiums payable for the Debt out existing policy period (or if such Substitute Property is being added to Borrower’s existing policies, that such amounts have been escrowed with Lender in accordance with the terms and conditions of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the PropertiesSection 6.3).

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties Property and in reliance upon the aggregate of all of the Individual Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security InstrumentsInstrument and the Security Guaranty) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties Property as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Agent or Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Agent or Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Agent or Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of LenderAgent, the foreclosure and sale either separately or together of any combination of the Properties. (c) If at any time Agent reasonably determines, based on applicable Legal Requirements, that Agent (on behalf of Lender) is not being afforded the maximum amount of security available with respect to the collateral granted to Agent as of the Effective Date as a direct result of applicable taxes not having been paid with respect to any Individual Property, Borrower agrees that Borrower will, promptly within ten (10) Business Days of Agent’s written request, pay such additional taxes and shall execute, acknowledge and deliver any tax affidavits (or similar documents) required by any Governmental Authorities in connection therewith.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Individual Properties and in reliance upon the aggregate of the Individual Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Individual Properties as security for the Note; and (iv) such cross cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by lawApplicable Law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Individual Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, to the fullest extent permitted by Applicable Law, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Individual Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Individual Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Individual Properties.

Cross-Default; Cross-Collateralization. (a) Each Borrower acknowledges that Lender has made the Loan to Borrower the Borrowers upon the security of its their collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property the Properties taken separately. Each Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) Mortgages are and will be cross cross-collateralized and cross cross-defaulted with each other so that (i) an Event of Default under any of Loan Documents the Mortgages shall constitute an Event of Default under the other Mortgages which secures the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each of the other Loan DocumentsMortgage; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; and (iii) each Security Instrument Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; . Each Borrower covenants and agrees that in the case of an Event of Default (i) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings from time to time, as mortgagee, in its sole and absolute discretion, shall determine from time to time, (ii) Lender is not required to either marshal assets, sell any individual Property in any inverse order of alienation, or be subject to any “one action” or “election of remedies” law or rule, (iii) the exercise by Lender of any remedies against any one item of Property will not impede Lender from subsequently or simultaneously exercising remedies against any other item of Property and (iv) such cross collateralization all liens and other rights, remedies or privileges provided to Lender shall remain in no event be deemed to constitute a fraudulent conveyance full force and Borrower waives any claims related theretoeffect until Lender has exhausted all of its remedies against the Properties and all Properties have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Loan. (b) Each Borrower hereby acknowledges and agrees that, by virtue of the foregoing provisions of subsection (a), each Borrower has a direct and material interest in preventing the occurrence of an Event of Default under any of the Loan Documents. Accordingly, each Borrower is willing to continue to make or receive loans (each an “Intra-Obligor Loan”, and collectively, the “Intra-Obligor 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 thereunder. In the event and to the extent that the proceeds from any of the Properties or any other collateral granted to Lender by any Borrower (the “Creditor”) are applied to any payments due with respect to the Properties or other collateral owned by any other Borrower (the “Debtor”) from and after the date hereof, then the Creditor shall be deemed to have made an Intra-Obligor Loan to Debtor in the amount of such proceeds so applied (the “Intra-Obligor Loan Amount”). Such Intra-Obligor Loan shall be deemed to be made on a non-recourse basis and shall be repaid out of the future proceeds of the Properties or other collateral owned by the Debtor, together with interest thereon at a rate to be agreed upon from time to time by each Borrower. (c) All Intra-Obligor Loans deemed to be made under this Agreement shall be evidenced by this Agreement, shall be an obligation of the Debtor which owes such Intra-Obligor Loan solely by its execution of this Agreement and shall not be evidenced by any separate instrument. Each party hereby waives presentment, notice of dishonor, protest and notice of non-payment or non-performance with respect to each Intra-Obligor Loan for which it is liable under this Agreement. Interest and principal on Intra-Obligor Loans shall be paid solely out of net proceeds from the Properties owned by the Debtor or other property owned by the Debtor and shall be subject in all cases to the terms and conditions of the Loan Documents, and the payments from such sources shall be the sole and exclusive remedy available to any Creditor during the Term. Each such payment of principal or interest on Intra-Obligor Loans shall be subordinate and subject to the prior payment of all amounts payable under the Loan Documents. To the fullest extent permitted by lawsuch sources of payment are insufficient to pay interest and principal on any Intra-Obligor Loan, Borrower, the Creditor owed such Intra-Obligor Loan shall not have any claim against the Debtor which owes such Intra-Obligor Loan for itself and its successors and assigns, waives all rights to a marshalling such amounts or lien on or security interest in any of the assets of Borrowersuch Debtor and no further or additional recourse shall be available against the Debtor. At any time during the Term, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure payments received on account of any or all of the Security InstrumentsIntra-Obligor Loan under this Agreement shall be credited first to interest, any equitable right otherwise available then to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Propertiesprincipal. Accrued but unpaid interest shall not be compounded.

Cross-Default; Cross-Collateralization. (a) Borrower acknowledges that Lender Lxxxxx has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that each of the Loan Documents (including, without limitation, the Security Instruments) are and will be cross collateralized and cross defaulted with each other so that (i) an Event of Default under any of Loan Documents shall constitute an Event of Default under each of the other Loan Documents; (ii) an Event of Default hereunder shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross collateralization shall in no event be deemed to constitute a fraudulent conveyance and Borrower waives any claims related thereto. (b) To the fullest extent permitted by law, BorrowerBxxxxxxx, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, BorrowerBxxxxxxx’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Administrative Agent or Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Administrative Agent or Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Administrative Agent or Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consent to and authorize, at the option of Administrative Agent or Lender, the foreclosure and sale either separately or together of any combination of the Properties.