Common use of Default under Loan Documents Clause in Contracts

Default under Loan Documents. (a) The Senior Mortgagee shall have the right to cure any Subordinate Mortgage Default until such time, if ever, as the Senior Mortgagee’s delivery to the Subordinate Mortgagee of written consent to an Enforcement Action described in an Enforcement Action Notice given by the Subordinate Mortgagee as a consequence of the Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure any Subordinate Mortgage Default. The Subordinate Mortgagee acknowledges that all amounts advanced or expended by the Senior Mortgagee to cure a Subordinate Mortgage Default shall be added to and become a part of the Senior Indebtedness under Section 12 of the Senior Mortgage. (b) The Senior Mortgagee shall deliver to the Subordinate Mortgagee a copy of any notice sent by the Senior Mortgagee to the Borrower of a Senior Mortgage Default within five (5) business days of sending such notice to the Borrower. Failure of the Senior Mortgagee to send notice to the Subordinate Mortgagee shall not prevent the exercise of the Senior Mortgagee’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall have the right to cure any Senior Mortgage Default during such period of time, if any, as the Borrower is permitted by the terms of the Senior Loan Documents to cure such Senior Mortgage Default. The Subordinate Mortgagee shall not be subrogated to the rights of the Senior Mortgagee under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until after (i) the Subordinate Mortgagee has given the Senior Mortgagee an Enforcement Action Notice with respect to such Enforcement Action, and (ii) the Senior Mortgagee has delivered to the Subordinate Mortgagee the Senior Mortgagee’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior Mortgagee’s sole and absolute discretion. Any Enforcement Action on the part of the Subordinate Mortgagee shall be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales of any portion of the Mortgaged Property or (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [

Default under Loan Documents. (a) The Senior Mortgagee shall Funding Lender will have the right right, but not the obligation, to cure any Subordinate Mortgage Default Default, until such time, if ever, as the Senior Mortgagee’s delivery Funding Lender delivers to the Subordinate Mortgagee Funding Lender’s Notice of written consent to an Enforcement Action described in an Enforcement Action Notice given by the Subordinate Mortgagee as a consequence of the a Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure any Subordinate Mortgage Default. The Subordinate Mortgagee acknowledges that all amounts advanced or expended by the Senior Mortgagee Funding Lender to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Mortgage. (b) The Senior Mortgagee shall Funding Lender will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee Funding Lender to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee Funding Lender to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior MortgageeFunding Lender’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any Senior Mortgage Default during such period of time, if any, as the Borrower is permitted by the terms of the Senior Loan Documents to cure such a Senior Mortgage Default. The Subordinate Mortgagee shall will not be subrogated to the rights of the Senior Mortgagee or Funding Lender under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until after (i) the Subordinate Mortgagee has given the Senior Mortgagee delivered to Funding Lender an Enforcement Action Notice with respect to such Enforcement Action, and and (ii) the Senior Mortgagee Funding Lender has delivered to the Subordinate Mortgagee the Senior MortgageeFunding Lender’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall Funding Lender will advise the Subordinate Mortgagee whether the Senior Mortgagee Funding Lender consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) 90 days following the Senior MortgageeFunding Lender’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee Funding Lender to provide written consent to the Enforcement Action within such 90-90- day period constitutes the Senior MortgageeFunding Lender’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee Funding Lender may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior MortgageeFunding Lender’s sole and absolute discretion. Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales of any portion of the Mortgaged Property or (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [

Default under Loan Documents. (a) The For a period of 90 calendar days following delivery to Senior Mortgagee shall of an Enforcement Action Notice, Senior Mortgagee will have the right right, but not the obligation, to cure any Subordinate Mortgage Default, provided that if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90 day period and Senior Mortgagee has commenced and is diligently pursuing such cure to completion, Senior Mortgagee will have such additional period of time as may be required to cure Subordinate Mortgage Default or until such time, if ever, as the may be required to cure such Subordinate Mortgage Default or until such time, if ever, as Senior Mortgagee (i) discontinues its pursuit of any cure and/or (ii) delivers to Subordinate Mortgagee Senior Mortgagee’s delivery to the Subordinate Mortgagee of written consent to an the Enforcement Action described in an the Enforcement Action Notice given by Notice. Senior Mortgagee will not be subrogated to the rights of Subordinate Mortgagee under the Subordinate Mortgagee as a consequence Loan Documents by reason of the Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure having cured any Subordinate Mortgage Default. The However, Subordinate Mortgagee acknowledges that all amounts advanced or expended by Senior Mortgagee in accordance with the Senior Mortgagee Loan Documents or to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Mortgage. (b) The Senior Mortgagee shall will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior Mortgagee’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice; provided, however, that Senior Mortgagee will be entitled during such 30-day period of time, if any, as the Borrower is permitted by the terms of to continue to pursue its remedies under the Senior Loan Documents to Documents. Subordinate Mortgagee may, within 90 after the date of the Notice, cure such a non- monetary Senior Mortgage Default. The Default if during such 90-day period, Subordinate Mortgagee shall keeps current all payments required by the Senior Loan Documents. If such a non-monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Mortgagee’s secured position relative to the Mortgaged Property, as determined by Senior Mortgagee in its sole discretion, then during such 90-day period Senior Mortgagee may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. Subordinate Mortgagee will not be subrogated to the rights of the Senior Mortgagee under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. However, Senior Mortgagee acknowledges that all amounts paid by Subordinate Mortgagee to Senior Mortgagee to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Mortgagee pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(b) to the contrary, Subordinate Mortgagee’s right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until 90 days after (i) the Subordinate Mortgagee has given the delivered to Senior Mortgagee an Enforcement Action Notice with respect to such Enforcement Action, provided that during such 90-day period or such longer period as provided in Section 5(a), Subordinate Mortgagee will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Mortgagee’s right to cure a Subordinate Mortgage Default set forth in Section 5(a). Subordinate Mortgagee may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of (i) the expiration of such 90-day period or such longer period as provided in Section 5(a), or (ii) the delivery by Senior Mortgagee has delivered to the Subordinate Mortgagee the of Senior Mortgagee’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior Mortgagee’s sole and absolute discretion. Any At the expiration of such 90-day period or such longer period as provided in Section 5(a) and, subject to Senior Mortgagee’s right to cure set forth in Section 5(a), Subordinate Mortgagee may commence any Enforcement Action. .Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall will constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that If the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall will be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall will have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or Property, (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [Subordinate Mortgagee consents to and authorizes, at the option of Senior Mortgagee, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Mortgagee may (i) extend the time for or waive any payment or performance under the Senior Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. (g) If any party other than Borrower (including Senior Mortgagee) acquires title to any of the Mortgaged Property pursuant to a foreclosure of, or trustee’s sale or other exercise of any power of sale under, the Senior Mortgage conducted in accordance with applicable law, the lien, operation, and effect of the Subordinate Mortgage and other Subordinate Loan Documents automatically will terminate with respect to such Mortgaged Property.

Default under Loan Documents. (a) The For a period of 90 days following delivery to Senior Mortgagee shall of an Enforcement Action Notice, Senior Mortgagee will have the right right, but not the obligation, to cure any Subordinate Mortgage Default, provided that if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and Senior Mortgagee has commenced and is diligently pursuing such cure to completion, Senior Mortgagee will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as the Senior Mortgagee (i) discontinues its pursuit of any cure and/or (ii) delivers to Subordinate Mortgagee Senior Mortgagee’s delivery to the Subordinate Mortgagee of written consent to an the Enforcement Action described in an the Enforcement Action Notice given by Notice. Senior Mortgagee will not be subrogated to the rights of Subordinate Mortgagee under the Subordinate Mortgagee as a consequence Loan Documents by reason of the Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure having cured any Subordinate Mortgage Default. The However, Subordinate Mortgagee acknowledges that all amounts advanced or expended by Senior Mortgagee in accordance with the Senior Mortgagee Loan Documents or to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Mortgage. (b) The Senior Mortgagee shall will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior Mortgagee’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice; provided, however, that Senior Mortgagee will be entitled during such 30-day period of time, if any, as the Borrower is permitted by the terms of to continue to pursue its remedies under the Senior Loan Documents to Documents. Subordinate Mortgagee may, within 90 days after the date of the Notice, cure such a non-monetary Senior Mortgage Default. The Default if during such 90-day period, Subordinate Mortgagee shall keeps current all payments required by the Senior Loan Documents. If such a non-monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Mortgagee’s secured position relative to the Mortgaged Property, as determined by Senior Mortgagee in its sole discretion, then during such 90-day period Senior Mortgagee may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. Subordinate Mortgagee will not be subrogated to the rights of the Senior Mortgagee under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. However, Senior Mortgagee acknowledges that all amounts paid by Subordinate Mortgagee to Senior Mortgagee to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Mortgagee pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(b) to the contrary, Subordinate Mortgagee’s right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until after (i) the Subordinate Mortgagee has given the delivered to Senior Mortgagee an Enforcement Action Notice with respect to such Enforcement Action, Action and (ii) until the delivery by Senior Mortgagee has delivered to the Subordinate Mortgagee the of Senior Mortgagee’s written consent to such Enforcement Action by Subordinate Mortgagee, provided that Subordinate Mortgagee will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Senior Mortgagee’s right to cure a Subordinate Mortgage Default set forth in Section 5(a). Subordinate Mortgagee may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the delivery by Senior Mortgagee to Subordinate Mortgagee of Senior Mortgagee’s written consent to such Enforcement Action by Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior Mortgagee’s sole and absolute discretion, and that such discretion may be exercised in an arbitrary manner. Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall will constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that If the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall will be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall will have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or Property, (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [Subordinate Mortgagee waives to the fullest extent permitted by law any and all benefits under California Civil Code Sections 2845, 2849 and 2850. Subordinate Mortgagee consents to and authorizes, at the option of Senior Mortgagee, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Mortgagee may (i) extend the time for or waive any payment or performance under the Senior Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. (g) If any party other than Borrower (including Senior Mortgagee) acquires title to any of the Mortgaged Property pursuant to a foreclosure of, or trustee’s sale or other exercise of any power of sale under, the Senior Mortgage conducted in accordance with applicable law, the lien, operation, and effect of the Subordinate Mortgage and other Subordinate Loan Documents automatically will terminate with respect to such Mortgaged Property.

Default under Loan Documents. (a) The For a period of 90 days following delivery to Senior Mortgagee shall of an Enforcement Action Notice, Senior Mortgagee will have the right right, but not the obligation, to cure any Subordinate Mortgage Default, provided that if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and Senior Mortgagee has commenced and is diligently pursuing such cure to completion, Senior Mortgagee will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as the Senior Mortgagee (i) discontinues its pursuit of any cure and/or (ii) delivers to Subordinate Mortgagee Senior Mortgagee’s delivery to the Subordinate Mortgagee of written consent to an the Enforcement Action described in an the Enforcement Action Notice given by Notice. Senior Mortgagee will not be subrogated to the rights of Subordinate Mortgagee under the Subordinate Mortgagee as a consequence Loan Documents by reason of the Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure having cured any Subordinate Mortgage Default. The However, Subordinate Mortgagee acknowledges that all amounts advanced or expended by Senior Mortgagee in accordance with the Senior Mortgagee Loan Documents or to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Mortgage. (b) The Senior Mortgagee shall will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior Mortgagee’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice; provided, however, that Senior Mortgagee will be entitled during such 30-day period of time, if any, as the Borrower is permitted by the terms of to continue to pursue its remedies under the Senior Loan Documents to Documents. Subordinate Mortgagee may, within 90 days after the date of the Notice, cure such a non-monetary Senior Mortgage Default. The Default if during such 90-day period, Subordinate Mortgagee shall keeps current all payments required by the Senior Loan Documents. If such a non- monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Mortgagee’s secured position relative to the Mortgaged Property, as determined by Senior Mortgagee in its sole discretion, then during such 90-day period Senior Mortgagee may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. Subordinate Mortgagee will not be subrogated to the rights of the Senior Mortgagee under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. However, Senior Mortgagee acknowledges that all amounts paid by Subordinate Mortgagee to Senior Mortgagee to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Mortgagee pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(b) to the contrary, Subordinate Mortgagee’s right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until 90 days after (i) the Subordinate Mortgagee has given the delivered to Senior Mortgagee an Enforcement Action Notice with respect to such Enforcement Action, provided that during such 90-day period or such longer period as provided in Section 5(a), Subordinate Mortgagee, and its governmental affiliates, will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Subordinate Loan Documents, subject to Senior Mortgagee’s right to cure a Subordinate Mortgage Default set forth in Section 5(a). Subordinate Mortgagee may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of (i) the expiration of such 90-day period or such longer period as provided in Section 5(a), or (ii) the delivery by Senior Mortgagee has delivered to the Subordinate Mortgagee the of Senior Mortgagee’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior Mortgagee’s sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 5(a) and, subject to Senior Mortgagee’s right to cure set forth in Section 5(a), Subordinate Mortgagee may commence any Enforcement Action. Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall will constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that If the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall will be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall will have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or Property, (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [Subordinate Mortgagee consents to and authorizes, at the option of Senior Mortgagee, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Mortgagee may (i) extend the time for or waive any payment or performance under the Senior Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. (g) Intentionally deleted.

Default under Loan Documents. (a) The For a period of ninety (90) days following delivery to the Senior Mortgagee of an Enforcement Action Notice, the Senior Mortgagee shall have the right to cure any Subordinate Mortgage Default, provided if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90-day period and the Senior Mortgagee has commenced and is diligently pursuing such cure to completion, the Senior Mortgagee shall have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as the Senior Mortgagee’s delivery Mortgagee (i) discontinues its pursuit of any cure and/or (ii) delivers to the Subordinate Mortgagee of the Senior Mortgagee’s written consent to an the Enforcement Action described in an the Enforcement Action Notice given by the Subordinate Mortgagee as a consequence of the Subordinate Mortgage DefaultNotice. The Senior Mortgagee shall not have any obligation whatsoever to cure any Subordinate Mortgage Default. The Senior Mortgagee shall not be subrogated to the rights of the Subordinate Mortgagee under the Subordinate Loan Documents by reason of the Senior Mortgagee having cured any Subordinate Mortgage Default. However, the Subordinate Mortgagee acknowledges that all amounts advanced or expended by the Senior Mortgagee in accordance with the Senior Loan Documents or to cure a Subordinate Mortgage Default shall be added to and become a part of the Senior Indebtedness under Section 12 of the Senior Mortgage and shall be secured by the lien of, the Senior Mortgage. (b) The Senior Mortgagee shall deliver to the Subordinate Mortgagee a copy of any notice sent by the Senior Mortgagee to the Borrower of a Senior Mortgage Default within five (5) business days of sending such notice to the Borrower. Failure of the Senior Mortgagee to send notice to the Subordinate Mortgagee shall not prevent the exercise of the Senior Mortgagee’s 's rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall have the right right, but not the obligation, to cure any monetary Senior Mortgage Default within thirty (30) days following the date of such notice; provided, however, that the Senior Mortgagee shall be entitled during such 30-day period of time, if any, as the Borrower is permitted by the terms of to continue to pursue its remedies under the Senior Loan Documents Documents. The Subordinate Mortgagee may have up to ninety (90) days from the date of the notice to cure such a non-monetary Senior Mortgage DefaultDefault if, during such 90-day period, the Subordinate Mortgagee keeps current all payments required by the Senior Loan Documents. In the event that such a non-monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or the Senior Mortgagee's secured position relative to the Mortgaged Property, as determined by the Senior Mortgagee in its sole discretion, then the Senior Mortgagee may exercise during such 90-day period all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. The Subordinate Mortgagee shall not be subrogated to the rights of the Senior Mortgagee under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. However, the Senior Mortgagee acknowledges that all amounts paid by the Subordinate Mortgagee to the Senior Mortgagee to cure a Senior Mortgage Default shall be deemed to have been advanced by the Subordinate Mortgagee pursuant to, and shall be secured by the lien of, the Subordinate Mortgage. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until ninety (90) days after (i) the Subordinate Mortgagee has given delivered to the Senior Mortgagee an Enforcement Action Notice with respect to such Enforcement Action, provided that during such 90-day period or such longer period as provided in Section 5(a), the Subordinate Mortgagee shall be entitled to seek specific performance to enforce covenants and agreements of the Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to the Senior Mortgagee’s right to cure a Subordinate Mortgage Default set forth in Section 5(a). The Subordinate Mortgagee may not commence any other Enforcement Action, including but not limited to any foreclosure action under the Subordinate Loan Documents, until the earlier of (iiA) the expiration of such 90-day period or such longer period as provided in Section 5(a) or (B) the delivery by the Senior Mortgagee has delivered to the Subordinate Mortgagee of the Senior Mortgagee’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior Mortgagee’s sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 5(a) and subject to the Senior Mortgagee’s right to cure set forth in Section 5(a), the Subordinate Mortgagee may commence any Enforcement Action. Any Enforcement Action on the part of the Subordinate Mortgagee shall be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [

Default under Loan Documents. (a) The Senior Mortgagee shall Lender will have the right right, but not the obligation, to cure any Subordinate Mortgage Default Loan Default, until such time, if ever, as the Senior MortgageeLender delivers to Subordinate Lender Senior Xxxxxx’s delivery to the Subordinate Mortgagee Notice of written consent to an Enforcement Action described in an Enforcement Action Notice given by the Subordinate Mortgagee Lender as a consequence of the any Subordinate Mortgage Loan Default. The Senior Mortgagee shall not have any obligation whatsoever to cure any Subordinate Mortgage Default. The Subordinate Mortgagee Lender acknowledges that all amounts advanced or expended by the Senior Mortgagee Lender to cure a any Subordinate Mortgage Loan Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the respective Senior Mortgage. (b) The Senior Mortgagee shall Lender will deliver to the Subordinate Mortgagee Lender a copy of any notice Notice sent by the Senior Mortgagee Lender to the Borrower of a Senior Mortgage Loan Default within five (5) business days Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee Lender to send notice Notice to the Subordinate Mortgagee shall Lender will not prevent the exercise of the Senior MortgageeLender’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall Lender will have the right right, but not the obligation, to cure any Senior Mortgage Loan Default during such period of time, if any, as the Borrower is permitted by the terms of the Senior Loan Documents to cure such a Senior Mortgage Loan Default. The Subordinate Mortgagee shall Lender will not be subrogated to the rights of the Senior Mortgagee Lender under the Senior Loan Documents by reason of the Subordinate Mortgagee Lender having cured any Senior Mortgage Loan Default. (c) Except as permitted by this subsection (c), any Enforcement Action on the part of Subordinate Lender will be subject to the prior written consent of Senior Lender. In the event of a any Subordinate Mortgage Loan Default, the Subordinate Mortgagee Lender will not commence any Enforcement Action until after (i) the Subordinate Mortgagee Xxxxxx has given the delivered to Senior Mortgagee Lender an Enforcement Action Notice with respect to such Enforcement Action, and (ii) the Senior Mortgagee Lender has delivered to the Subordinate Mortgagee the Lender Senior MortgageeLender’s written consent to such Enforcement Action by the Subordinate MortgageeLender. The Senior Mortgagee shall Lender will advise the Subordinate Mortgagee Lender whether the Senior Mortgagee Lender consents to the Enforcement Action by the Subordinate Mortgagee Lender within ninety (90) days following the Senior MortgageeXxxxxx’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee Lender to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior MortgageeLender’s refusal of such consent). The Subordinate Mortgagee Xxxxxx acknowledges that the Senior Mortgagee Lender may grant or refuse consent to the Subordinate MortgageeXxxxxx’s Enforcement Action in the Senior MortgageeXxxxxx’s sole and absolute discretion. Any Enforcement Action on the part of the Subordinate Mortgagee shall be subject to the provisions of this Agreement. The Subordinate Mortgagee Lender acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has Xxxxxx received a substantial benefit from the Senior Mortgagee Lender having granted its consent to the Subordinate MortgageLoan, and that the Senior Mortgagee Lender would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall constitute a waiver on the part of the Senior Mortgagee of any provision of the Senior Loan Documents or this Agreement. (e) In the event that the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee until the Senior Indebtedness shall have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales of any portion of the Mortgaged Property or (iii) to require the Senior Mortgagee to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as the Senior Mortgagee determines. [

Default under Loan Documents. (a) The Senior Mortgagee shall For a period of 90 days following delivery to Funding Lender of an Enforcement Action Notice, Funding Lender will have the right right, but not the obligation, to cure any Subordinate Mortgage Default, provided that if such Subordinate Mortgage Default is a non-monetary default and is not capable of being cured within such 90- day period and Funding Lender has commenced and is diligently pursuing such cure to completion, Funding Lender will have such additional period of time as may be required to cure such Subordinate Mortgage Default or until such time, if ever, as the Senior Mortgagee’s delivery Funding Lender (i) discontinues its pursuit of any cure and/or (ii) delivers to the Subordinate Mortgagee of Funding Lender’s written consent to an the Enforcement Action described in an the Enforcement Action Notice given by Notice. Neither Senior Mortgagee nor Funding Lender will be subrogated to the rights of Subordinate Mortgagee under the Subordinate Mortgagee as a consequence Loan Documents by reason of the Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure Funding Lender having cured any Subordinate Mortgage Default. The However, Subordinate Mortgagee acknowledges that all amounts advanced or expended by Funding Lender in accordance with the Senior Mortgagee Loan Documents or to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Mortgage. (b) The Senior Mortgagee shall Funding Lender will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee Funding Lender to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee Funding Lender to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior MortgageeFunding Lender’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any monetary Senior Mortgage Default within 30 days following the date of such Notice; provided, however, that Funding Lender will be entitled during such 30-day period of time, if any, as the Borrower is permitted by the terms of to continue to pursue its remedies under the Senior Loan Documents to Documents. Subordinate Mortgagee may, within 90 days after the date of the Notice, cure such a non- monetary Senior Mortgage Default. The Default if during such 90-day period, Subordinate Mortgagee shall keeps current all payments required by the Senior Loan Documents. If such a non-monetary Senior Mortgage Default creates an unacceptable level of risk relative to the Mortgaged Property, or Senior Mortgagee’s or Funding Lender’s secured position relative to the Mortgaged Property, as determined by Funding Lender in its sole discretion, then during such 90-day period Funding Lender may exercise all available rights and remedies to protect and preserve the Mortgaged Property and the Rents, revenues and other proceeds from the Mortgaged Property. Subordinate Mortgagee will not be subrogated to the rights of the Senior Mortgagee or Funding Lender under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. However, Senior Mortgagee and Funding Lender acknowledge that all amounts paid by Subordinate Mortgagee to Senior Mortgagee or Funding Lender to cure a Senior Mortgage Default will be deemed to have been advanced by Subordinate Mortgagee pursuant to, and will be secured by the lien of, the Subordinate Mortgage. Notwithstanding anything in this Section 5(b) to the contrary, Subordinate Mortgagee’s right to cure any Senior Mortgage Default will terminate immediately upon the occurrence of any Bankruptcy Proceeding. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until 90 days after (i) the Subordinate Mortgagee has given the Senior Mortgagee delivered to Funding Lender an Enforcement Action Notice with respect to such Enforcement Action, provided that during such 90-day period or such longer period as provided in Section 5(a), Subordinate Mortgagee will be entitled to seek specific performance to enforce covenants and agreements of Borrower relating to income, rent, or affordability restrictions contained in the Regulatory Agreement, subject to Funding Lender’s right to cure a Subordinate Mortgage Default set forth in Section 5(a). Subordinate Mortgagee may not commence any other Enforcement Action, including any foreclosure action under the Subordinate Loan Documents, until the earlier of (i) the expiration of such 90-day period or such longer period as provided in Section 5(a), or (ii) the Senior Mortgagee has delivered delivery by Funding Lender to the Subordinate Mortgagee the Senior Mortgageeof Funding Lender’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall advise the Subordinate Mortgagee whether the Senior Mortgagee consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) days following the Senior Mortgagee’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior Mortgagee’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee Funding Lender may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior MortgageeFunding Lender’s sole and absolute discretion. At the expiration of such 90-day period or such longer period as provided in Section 5(a) and, subject to Funding Lender’s right to cure set forth in Section 5(a), Subordinate Mortgagee may commence any Enforcement Action. Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Mortgagee Funding Lender having granted its consent to the Subordinate Mortgage, and that the Senior Mortgagee Funding Lender would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Mortgagee or Funding Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Mortgagee or Funding Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall will constitute a waiver on the part of the Senior Mortgagee or Funding Lender of any provision of the Senior Loan Documents or this Agreement. (e) In the event that If the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall will be paid and applied by the receiver solely to and for the benefit of the Senior Mortgagee or Funding Lender until the Senior Indebtedness shall will have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Mortgagee or Funding Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or Property, (iii) to require the Senior Mortgagee or Funding Lender to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Mortgagee or Funding Lender to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Mortgagee or Funding Lender determines. Subordinate Mortgagee consents to and authorizes, at the option of Senior Mortgagee or Funding Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Mortgagee or Funding Lender may (i) extend the time for or waive any payment or performance under the Senior Mortgagee determines. [Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and (iii) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness.

Default under Loan Documents. (a) The Senior Mortgagee shall Funding Lender will have the right right, but not the obligation, to cure any Subordinate Mortgage Default Default, until such time, if ever, as the Senior Mortgagee’s delivery Funding Lender delivers to the Subordinate Mortgagee Funding Lender’s Notice of written consent to an Enforcement Action described in an Enforcement Action Notice given by the Subordinate Mortgagee as a consequence of the a Subordinate Mortgage Default. The Senior Mortgagee shall not have any obligation whatsoever to cure any Subordinate Mortgage Default. The Subordinate Mortgagee acknowledges that all amounts advanced or expended by the Senior Mortgagee Funding Lender to cure a Subordinate Mortgage Default shall will be added to and become a part of the Senior Indebtedness under Section 12 and will be secured by the lien of the Senior Tax-Exempt Mortgage. (b) The Senior Mortgagee shall Funding Lender will deliver to the Subordinate Mortgagee a copy of any notice Notice sent by the Senior Mortgagee Funding Lender to the Borrower of a Senior Mortgage Default within five (5) business days 5 Business Days of sending such notice Notice to the Borrower. Failure of the Senior Mortgagee Funding Lender to send notice Notice to the Subordinate Mortgagee shall will not prevent the exercise of the Senior MortgageeFunding Lender’s rights and remedies under the Senior Loan Documents. The Subordinate Mortgagee shall will have the right right, but not the obligation, to cure any Senior Mortgage Default during such period of time, if any, as the Borrower is permitted by the terms of the Senior Loan Documents to cure such a Senior Mortgage Default. The Subordinate Mortgagee shall will not be subrogated to the rights of the Senior Tax-Exempt Mortgagee or Funding Lender under the Senior Loan Documents by reason of the Subordinate Mortgagee having cured any Senior Mortgage Default. (c) In the event of a Subordinate Mortgage Default, the Subordinate Mortgagee will not commence any Enforcement Action until after (i) the Subordinate Mortgagee has given the Senior Mortgagee delivered to Funding Lender an Enforcement Action Notice with respect to such Enforcement Action, and (ii) the Senior Mortgagee Funding Lender has delivered to the Subordinate Mortgagee the Senior MortgageeFunding Lender’s written consent to such Enforcement Action by the Subordinate Mortgagee. The Senior Mortgagee shall Funding Lender will advise the Subordinate Mortgagee whether the Senior Mortgagee Funding Lender consents to the Enforcement Action by the Subordinate Mortgagee within ninety (90) 90 days following the Senior MortgageeFunding Lender’s receipt of the Enforcement Action Notice (failure of the Senior Mortgagee Funding Lender to provide written consent to the Enforcement Action within such 90-day period constitutes the Senior MortgageeFunding Lender’s refusal of such consent). The Subordinate Mortgagee acknowledges that the Senior Mortgagee Funding Lender may grant or refuse consent to the Subordinate Mortgagee’s Enforcement Action in the Senior MortgageeFunding Lender’s sole and absolute discretion. Any Enforcement Action on the part of the Subordinate Mortgagee shall will be subject to the provisions of this Agreement. The Subordinate Mortgagee acknowledges that the provisions of this Section 5(c) are fair and reasonable under the circumstances, that the Subordinate Mortgagee has received a substantial benefit from the Senior Tax-Exempt Mortgagee having granted its consent to the Subordinate Mortgage, and that the Senior Tax- Exempt Mortgagee would not have granted such consent without the inclusion of these provisions in this Agreement. (d) The Senior Tax-Exempt Mortgagee or Funding Lender may pursue all rights and remedies available to it under the Senior Loan Documents, at law, or in equity, regardless of any Enforcement Action Notice or Enforcement Action by the Subordinate Mortgagee. No action or failure to act on the part of the Senior Tax- Exempt Mortgagee or Funding Lender in the event of a Subordinate Mortgage Default or commencement of an Enforcement Action shall will constitute a waiver on the part of the Senior Tax-Exempt Mortgagee or Funding Lender of any provision of the Senior Loan Documents or this Agreement. (e) In the event that If the Enforcement Action taken by the Subordinate Mortgagee is the appointment of a receiver for any of the Mortgaged Property, all of the Rents, issues, profits and proceeds collected by the receiver shall will be paid and applied by the receiver solely to and for the benefit of the Senior Tax-Exempt Mortgagee or Funding Lender until the Senior Indebtedness shall will have been paid in full. (f) The Subordinate Mortgagee hereby expressly consents to and authorizes the release by the Senior Tax- Exempt Mortgagee or Funding Lender of all or any portion of the Mortgaged Property from the lien, operation, and effect of the Senior Loan Documents. The Subordinate Mortgagee hereby waives to the fullest extent permitted by law, all equitable or other rights it may have (i) in connection with the release of all or any portion of the Mortgaged Property, or (ii) to require the separate sales sale of any portion of the Mortgaged Property or Property, (iii[II] [III]) to require the Senior Tax-Exempt Mortgagee or Funding Lender to exhaust its remedies against all or any portion of the Mortgaged Property or any combination of portions of the Mortgaged Property or any other collateral for the Senior Indebtedness, or (iv) to require the Senior Tax- Exempt Mortgagee or Funding Lender to proceed against the Borrower, any other party that may be liable for any of the Senior Indebtedness (including any general partner of the Borrower if the Borrower is a partnership), all or any portion of the Mortgaged Property or combination of portions of the Mortgaged Property, Property or any other collateral, before proceeding against all or such portions or combination of portions of the Mortgaged Property as Senior Tax-Exempt Mortgagee or Funding Lender determines. Subordinate Mortgagee consents to and authorizes, at the option of Senior Tax-Exempt Mortgagee or Funding Lender, the sale, either separately or together, of all or any portion of the Mortgaged Property. Subordinate Mortgagee acknowledges that without Notice to Subordinate Mortgagee and without affecting any of the provisions of this Agreement, Senior Tax-Exempt Mortgagee or Funding Lender may (i) extend the time for or waive any payment or performance under the Senior Loan Documents; (ii) modify or amend in any respect any provision of the Senior Loan Documents; and ([II] [III]) modify, exchange, surrender, release, and otherwise deal with any additional collateral for the Senior Indebtedness. (g) If any party other than Borrower (including Senior Tax-Exempt Mortgagee determines. [or Funding Lender) acquires title to any of the Mortgaged Property pursuant to a foreclosure of, or trustee’s sale or other exercise of any power of sale under, the Senior Tax-Exempt Mortgage conducted in accordance with applicable law, the lien, operation, and effect of the Subordinate Mortgage and other Subordinate Loan Documents automatically will terminate with respect to such Mortgaged Property.