Common use of Foreclosure Clause in Contracts

Foreclosure. (a) Subordinate Lender shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. Immediately commence an action to foreclose this Security Deed or to specifically enforce its provisions or any of the indebtedness secured hereby pursuant to the statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Grantee. (a1) Subordinate Lender Should Grantee have elected to accelerate the indebtedness secured hereby, Grantee may initiate foreclosure of the Property by effectuating a non-judicial foreclosure sale. Grantee shall then sell, or offer for sale, the Property at public sale in accordance with the laws of the State of Georgia then in force and governing said sales of real property and improvements under powers conferred by security deeds. Each such sale shall be at the time, place and in the manner prescribed for holding sheriff's sales of property of like kind, in the County where the Property, or a part thereof, is located, after advertising said sale once in each of the four consecutive weeks (without regard to the number of days) immediately preceding the sale in the newspaper in which are advertised sales by the sheriff of said County, all other notice being hereby waived by Grantor. Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to conduct such sale and to execute in the name of Grantor a deed or deeds of conveyance to the purchaser or purchasers, which deed or deeds shall contain full warranties of title in the name of Grantor and shall recite default in payment, advertisement and sale, which shall be conclusive evidence thereof, and shall convey to the purchaser or purchasers good and sufficient titles to the Property sold; and Grantee is authorized to be a bidder and purchaser at all such sales. Any Grantee purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Grantee upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Grantor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Grantee, and agrees to accept proceeds of said sale, if any, which are payable to Grantor as provided herein. All acts of said Grantee as attorney-in-fact are hereby ratified and confirmed. The power of sale referred to above and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the remedies provided hereby, and shall not be exhausted by the exercise thereof, but may be exercised until full payment of the indebtedness secured hereby. (2) Should Grantee have not elected to accelerate the indebtedness secured hereby, Grantee may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by conducting a sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Security Deed due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the secured indebtedness. Such sale, if so made, shall not in any rights it manner affect the unmatured part of the debt secured by this Security Deed, but as to such unmatured part, this Security Deed shall remain in full force as though no sale had been made. Several sales may have under be made without exhausting the Second Mortgage and the other Subordinate Loan Documents or applicable law right of sale with respect to any unmatured part of the secured indebtedness, it being the purpose and intent hereof to provide for a foreclosure and the sale of the Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are instituted by Grantee, all expenses incident to such proceedings, including, but not limited to, attorneys' and trustee's fees and costs, shall be paid by Grantor and secured by this Security Deed and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other realization upon the Premises (obligations secured by this Security Deed, including, without limitation, obtaining title to interest at the Premises Default Interest Rate (as defined in the Note), any prepayment charge, fee or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not premium required to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented paid under the Senior Loan Note in order to prepay principal (to the extent required permitted by applicable law), attorneys' and trustee's fees and any other amounts due and unpaid to Grantee under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)Documents, the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth may be bid by Grantee in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at of a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferhereunder.

Foreclosure. Immediately commence an action to foreclose this Mortgage or to specifically enforce its provisions or any of the indebtedness secured hereby pursuant to the statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Mortgagee. (a1) Subordinate Lender In the event foreclosure proceedings are filed by Mortgagee, all expenses incident to such proceeding, including, but not limited to, attorneys' fees and costs, shall not exercise any rights it may have under the Second be paid by Mortgagor and secured by this Mortgage and by all of the other Subordinate Loan Documents securing all or applicable law with respect to a foreclosure or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other realization upon the Premises (obligations secured by this Mortgage, including, without limitation, obtaining title to interest at the Premises Default Interest Rate (as defined in the Note), any prepayment charge, fee or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not premium required to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented paid under the Senior Loan Note in order to prepay principal (to the extent required permitted by applicable law), attorneys' fees and any other amounts due and unpaid to Mortgagee under the Senior Loan Documents promptly after Documents, may be bid by Mortgagee in the transfer event of title a foreclosure sale hereunder. In the event of a judicial sale pursuant to a foreclosure decree, it is understood and agreed that Mortgagee or its assigns may become the Premises. Prior to consummation of any transfer purchaser of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of Property or any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedpart thereof. (b2) Nothing contained herein shall limit or restrict Mortgagee may, by following the right procedures and satisfying the requirements prescribed by applicable law, foreclose on only a portion of Subordinate Lender to exercise its rights and remediesthe Property and, in law or in equitysuch event, or otherwise, in order to realize on its second said foreclosure shall not affect the lien of this Mortgage on the Premisesremaining portion of the Property foreclosed. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise Prior to any rights it may have under foreclosure sale of the Second Mortgage and Property pursuant to the other Subordinate Loan Documents or applicable law the acceptance of a deed in lieu thereof (each, a “Foreclosure”), in order to consummate a Foreclosure and, if Administrative Agent, on behalf of the Noteholders, is the winning bidder, own, directly or indirectly, the Property thereafter (an "REO Property"), Administrative Agent shall form a special purpose limited liability company (“Newco”), the ownership interests in which, subject to the requirements of any Senior Co-Lender Agreement, shall be owned, directly or indirectly, by the Noteholders, in accordance with their respective Distribution Pro Rata Shares and managed by Administrative Agent (subject to terms and provisions which, in all material respects, are consistent with Administrative Agent’s rights as set forth in Section 2.1 and Section 2.2 hereof, mutatis mutandis), and which Newco shall own the REO Property thereafter, with Administrative Agent acting as manager. Administrative Agent shall form Newco pursuant to organizational documents drafted by and at the direction of counsel selected by Administrative Agent and with respect to a foreclosure which the Noteholders shall not unreasonably withhold or delay their consent (the “Newco Organizational Documents”) that will provide, inter alia, that: (i) all management decisions regarding Newco subsequent to the Foreclosure shall be by Administrative Agent the manager (provided Administrative Agent shall not have any fiduciary or other realization upon duty to the Premises Noteholders in connection with such administration of the Newco and shall not have any obligation whatsoever to adhere to any servicing or other standard with respect to such administration), subject to the approval by the members over (A) certain to be enumerated “major decisions” which shall be substantially the same as those set forth in Section 2.2(a) above (to the extent applicable) and which must be approved by the Required Note-A Equity Holders and, so long as no Control Appraisal Period then exists, the Note-B Holders (or their designees) provided that in no event shall any Noteholder that was a Delinquent Noteholder prior to any Foreclosure have any voting rights whatsoever in Newco and (B) which will provide for a “deemed approval” over such major decisions substantially the same as that set forth in Section 2.2(e), and (ii) distributions to the members shall be made in a manner substantially the same as that set for in Section 4.2(b). (b) Among other things, the parties anticipate that the Newco Organizational Documents, including any organizational documents pursuant to which Administrative Agent may form Newco in accordance with the second sentence of clause (a) above, will include: (i) the establishment of a business plan and a budget for the operation, disposition and, if the Noteholders so choose, development, sales, leasing and management, of the Property, which such business plan and budget must be approved by the Required Note-A Equity Holders and, so long as no Control Appraisal Period exists, the Note-B Holders (or their designees); (ii) management of Newco as described in the preceding clause (a) above; and (iii) terms which provide that the economic interests of the beneficial owners of Newco on the date formed will be equal to the equivalent of the Distribution Pro Rata Shares of the Noteholders immediately prior to such Foreclosure. Administrative Agent, acting as the manager of Newco, will have the right to require one or more capital calls to the extent any such capital calls are (1) to protect and preserve the Property, including, without limitation, to pay Taxes, Insurance Premiums or other assessments or charges required to be paid with respect to the Property, (2) to pay for expenditures which are emergency in nature which are necessary to prevent personal injury, the occurrence of life safety or health issues and/or material damage and/or substantial economic harm to the Property and/or (3) to the extent set forth in and in accordance with the business plan and budget described in clause (i) of this Section 8.1(b), (x) to pay for Qualified Leasing Expenses relating to any Leases entered into in accordance with the Loan Documents where the obligations of the landlord thereunder remains unfinished and/or (y) to pay for operating expense shortfalls with respect to the Property, all of which shall be funded based on the equivalent of each member’s Distribution Pro Rata Share, which each such member held in the Loan immediately prior to a Foreclosure. The Newco Organizational Documents shall contain provisions regarding failure to fund such a capital call, and the rights and remedies of Administrative Agent and each member of Newco in respect of such failure, that are substantially similar to Article 6 of this Agreement. (c) Upon consummation of the Foreclosure and entry into the Newco Organization Documents as provided in this Section 8, this Agreement shall terminate. (d) Furthermore, if, as a result of the commencement and prosecution of any such Foreclosure, the Noteholders would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “operator” of the Property within the meaning of any environmental law, or a “discharger” or “responsible party” thereunder, then, notwithstanding anything in this Agreement to the contrary (including, without limitation, obtaining title to the Premises Section 2.2(d), Administrative Agent shall not commence or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (prosecute such consent not to be unreasonably withheld or delayed) Foreclosure unless both (i) the transferee Noteholders have received an environmental assessment prepared in compliance with current ASTM Standard Practice for Environmental Site Assessments (an “Environmental Assessment”) prepared by a nationally or regionally recognized environmental consulting firm which regularly conducts such environmental site assessments and (ii) either (A) such Environmental Assessment indicates that the Property is in material compliance with applicable environmental laws and that there is no recognized environmental condition at the Property or (B) the Environmental Assessment does not indicate such material compliance, but Administrative Agent has prepared a remediation plan which when implemented at the Property will cause the REO Property to be in material compliance with all applicable Environmental Laws. The cost of preparation of any Environmental Assessment shall be paid by the Noteholders in accordance with their Distribution Pro Rata Shares. Notwithstanding the foregoing, in the event the Environmental Assessment does not indicate that the Property is in material compliance with applicable environmental laws and Administrative Agent has not prepared a remediation plan which when implemented at the Property will cause the REO Property to be in material compliance with all applicable Environmental Laws, but Administrative Agent desires to commence or prosecute a Foreclosure, then Administrative Agent shall have the right to purchase the Notes of any Noteholders, including any Notes held by Delinquent Noteholders, which have not elected to proceed with the Foreclosure, for a purchase price equal to the Par Purchase Price. In the event that Administrative Agent elects to purchase such Notes in accordance with the preceding sentence, then (x) Administrative Agent shall first notify each Noteholder of its intent to purchase such Notes, together with the amount of the Par Purchase Price for such Notes and each Non-Delinquent Noteholder shall have the right, but not the obligation, to purchase the Notes upon terms and conditions set forth by Administrative Agent (and, in the event more than one Non-Delinquent Noteholder desires to purchase such Notes, the Non-Delinquent Noteholders shall be entitled to purchase such Notes based on their Pro Rata Share) and (y) any selling Noteholder shall deliver or cause to be delivered to Administrative Agent the Notes held by or on behalf of such selling Noteholder and will execute in favor of Administrative Agent (or its designee) allonges and other assignment documentation, in form and substance reasonably acceptable to Administrative Agent to assign the applicable Notes and such Noteholder’s rights under the Notes and the other Loan Documents (without recourse, representations or warranties) to Administrative Agent (or its designee). (e) Subject to the terms of Section 2.2(a)(ii), Administrative Agent shall have the sole right to bid on behalf of the Noteholders at a Foreclosure. No Noteholder may bid for its own account at such foreclosure sale. (f) After the consummation of a Foreclosure, in the event Newco obtains the Property then Administrative Agent may market and subject to consummate the sale of the REO Property as a whole; provided that, the sale of the REO Property for an amount (i.e. gross purchase price) that would reasonably be anticipated to be less than the lesser of (i) the outstanding principal balance of the Loan, plus all accrued and unpaid interest (but not any late charges or interest accrued at the Default Rate), and (ii) ninety-seven percent (97%) of the then-current “as-is fair market” value of the Property, as determined by Administrative Agent (which determination may, but not necessarily be made on the basis of a then-current appraisal ordered by Administrative Agent) shall, so long as no Control Appraisal Period is continuing, require the consent of the Note-B Holders. (g) Following consummation of a Foreclosure, any decision to finance all or any portion of the Property shall require the consent of the Required A-Note Equity Holders and, so long as no Control Appraisal is continuing, the consent of the Note-B Holders. (h) All income or other money with respect to the Property received after so acquiring title to or taking possession of the Premises is Property, including income from the operation and management of the Property and the proceeds of a Qualified Transfereesale of the Property, shall be applied, (i) first, to the payment of operating expenses with respect to the Property, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title second, to the Premisesestablishment of reasonable reserves for the operation of the Property, sales, leasing and capital improvements and (iii) if not third, in place prior to accordance with the transfer applicable provisions of title to Article 4, mutatis mutandis. (i) Upon the Premisesformation of NewCo but before the NewCo Organizational Documents have been agreed upon, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and this Agreement shall constitute the operating expenses will be implemented under agreement of NewCo; provided that upon the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer the Foreclosure and the Noteholders’ execution of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth Newco Organizational Documents as provided in this Section 5(a8.1, this Agreement (and any Senior Co-Lender Agreement) have been satisfied. Senior Lender may request reasonable evidence shall terminate except for the provisions hereof that the foregoing requirements have been satisfiedexpressly survive. (bj) Nothing contained herein Administrative Agent and the Servicer shall be entitled to enter into any agreement with any independent contractor performing services for Administrative Agent and/or Servicer related to their respective duties and obligations hereunder, which agreement may provide for the indemnification of Administrative Agent and/or such Servicer by such independent contractor and nothing in this Agreement shall be deemed to limit or restrict modify such indemnification by such independent contractor or limit or modify the right indemnification obligations of Subordinate Lender the Noteholders pursuant to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on Section 2.6 of this Agreement (as the Premisessame may be incorporated into Newco Organizational Documents). (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. If a Holder forecloses its mortgage secured by the Project Area, Project Improvements, or any part thereof, (or portion to which its mortgage relates), or takes title to the Project Area, Project Improvements, or any part thereof (or portion to which its mortgage relates) by deed-in-lieu of foreclosure or similar transaction (collectively a “Foreclosure”), the Holder shall have the option to either (a) Subordinate Lender sell the Project Area, Project Improvements, or any part thereof (or portion to which its mortgage relates), as applicable, to a responsible Person reasonably acceptable to Borough, which Person shall expressly assume the obligations of the Redeveloper under this Agreement, as applicable, in accordance with law; and/or (b) otherwise retain such a Person to act as Redeveloper; and/or (c) itself, either directly or through an Affiliate, assume the obligations of Redeveloper under this Agreement, as applicable, in accordance with law. In the event of a Foreclosure and provided the Holder or the purchaser is in compliance with this Agreement, the Borough shall not exercise seek to enforce against the Holder or purchaser of such parcel any rights it may have under of the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title remedies available to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title Borough pursuant to the Premises is a Qualified Transfereeterms of this Agreement available in connection with the events preceding the Foreclosure. The Holder, (ii) or entity assuming the Premises will be managed by a Qualified Manager promptly after obligations of the transfer of title Redeveloper as to the Premisesparcel affected by such Foreclosure or sale, and (iii) if not in place prior that event must agree to complete the transfer of title Project Improvements in the manner provided in this Agreement, but subject to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer reasonable extensions of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions completion dates set forth in this Section 5(a) have been satisfiedthe Project Schedule, and shall submit evidence reasonably satisfactory to the Borough that it has the qualifications and financial responsibility necessary to perform such obligations. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equityAny such Holder, or otherwisePerson assuming such obligations of Redeveloper, properly completing the Project Improvements shall be entitled to Certificates of Completion in order accordance herewith. Nothing in this Agreement shall be construed or deemed to realize on its second lien on permit or to authorize any Holder, or such other entity assuming such obligations of the Premises. (c) In Redeveloper, to devote the event Subordinate Lender Project Improvements, or any purchaser at a foreclosure sale obtains title part thereof, to the Premisesany uses, Senior Lender hereby acknowledges and agrees that or to construct any transfer improvements thereon, other than those uses or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach improvements provided for or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferauthorized by this Agreement.

Foreclosure. (i) The Collateral Agent shall not commence foreclosure proceedings upon the Energy Complex or the Contracts without first providing the Consenting Party with fifteen (15) days advance written notice thereof. Contemporaneously with or immediately following such foreclosure upon the Contracts, the Collateral Agent shall notify the Consenting Party that the Collateral Agent or a purchaser (either such person, in such circumstance, constituting a "New Owner") has succeeded to the Borrower's interest under the Contracts pursuant to documentation satisfactory to the Consenting Party and the New Owner. At the time of foreclosure, the Collateral Agent shall not make an assignment of the Contracts to a third party unless (i) such third party assumes liability for all of the Borrower's and the Collateral Agent's (as the case may be) obligations under the Contracts (including the obligation to continue operation of the Energy Complex in accordance with the terms of the Contracts) (provided that the New Owner need not assume obligations under any Contract with respect to any Mill Owner as to which a Mill Owner Event of Default has occurred and is continuing) pursuant to documentation satisfactory to the Consenting Party in form and substance and (ii) such third party is a Qualified Purchaser and has substantial expertise (or is controlled or managed by, or has retained as an operator of the Energy Complex, a person with substantial expertise) in operating and managing facilities similar to the Energy Complex and there is a reasonable basis to conclude that the operations at the Energy Complex will be conducted in accordance with Prudent Plant Operating Standards following such assignment. (ii) If the Collateral Agent determines that it wishes to foreclose upon (or accept title in lieu of foreclosure to) the Energy Complex, the Lease, the Supplementary Lease and the Easement Deeds but not to foreclose upon (or accept title in lieu of foreclosure to) all of the other Contracts (other than Contracts as to which a Mill Owner Event of Default has occurred and is continuing), the Collateral Agent shall provide written notice to the Mill Owners of such determination. The Mill Owners may elect by written notice to the Collateral Agent within thirty (30) days of receipt of the foregoing notice (or on the date that the Collateral Agent obtains title to the Energy Complex, if later) to take possession of and operate the Energy Complex: (A) for a period of up to eighteen months, commencing on the date of receipt by the Collateral Agent of the Mill Owners' written notice of election (the "Limited Standstill Period"), provided that, and for so long as, (1) during the Limited Standstill Period, the Master Operating Agreement and the other Contracts shall remain in effect and the Mill Owners shall operate the Energy Complex in compliance with the standards set forth in the Contracts applicable to the Mill Owner Step-In Rights (or, if the Energy Complex is not operable, the Mill Owners shall use their good faith efforts to restore the Energy Complex to operability) and no Liquidated Damages shall be payable and (2) the Mill Owners and the Collateral Agent shall attempt in good faith to negotiate in the interests of all such parties; or (B) for an unlimited period, commencing on the date of receipt by the Collateral Agent of the Mill Owners' written notice of election (the "Unlimited Standstill Period"), provided that, and for so long as, (1) any of (a) Subordinate Lender shall the second Demand Anniversary Date has not exercise any rights it may have occurred, (b) the annualized Demand Charge for the then current Demand Period is set at a level equal to or greater than 77% of the Demand Charge during the First Contract Year (the "Minimum Demand Charge") or (c) if the provisions of clause (b) are not satisfied, the Mill Owners commit to pay the Collateral Agent during the then current Demand Period all amounts payable under the Second Mortgage Contracts and agree that the Demand Charge for the then current Demand Period shall be deemed to equal the Minimum Demand Charge, (2) during the Unlimited Standstill Period, the Master Operating Agreement and the other Subordinate Loan Documents or Contracts shall remain in effect, and the Mill Owners shall operate the Energy Complex in compliance with the standards set forth in the Contracts applicable law to the Mill Owner Step-In Rights and shall comply with respect to a foreclosure or other realization upon all obligations of the Premises Mill Owners under the Contracts (including, without limitation, obtaining title the obligation to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not pay Demand Charges, subject to be unreasonably withheld or delayed) unless Demand Charge Reductions), except that (i) all liabilities incurred in connection with the transferee operation of title the Energy Complex during the Unlimited Standstill Period (excluding debt service on the Original Debt outstanding, but including, without limitation, rent, real estate taxes and similar impositions that are otherwise payable by the lessee under the Lease and the Supplementary Lease, operation and maintenance expenses and capital expenditures, and all amounts payable to the Premises is a Qualified Transferee, Mill Owners in reimbursement thereof) shall be expressly subordinated and junior in right of payment to the payment of scheduled debt service on Original Debt outstanding; (ii) except as provided in clause (iv) of Section 1(d)(ii)(B)(2) hereof, no rights of set-off, counterclaim, deduction or defense of any kind shall be exercised or asserted against the Premises will be managed by a Qualified Manager promptly after the transfer of title Demand Charges and other amounts payable to the PremisesCollateral Agent under the Contracts or payment thereof; (iii) no Liquidated Damages shall be payable; and (iv) all amounts payable by the Mill Owners under the Contracts in excess of the sum of (w) scheduled debt service on the Original Debt outstanding, (x) operation and maintenance expenses, (y) capital expenditures and (z) amounts otherwise payable to the Mill Owners pursuant to rights of set-off, counterclaim, deduction or defense, shall be applied to redemption of the Original Debt outstanding, which shall be redeemed in accordance with the terms thereof to the extent of such available funds, and (3) the Mill Owners and the Collateral Agent shall attempt in good faith to negotiate in the interests of all such parties. (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of If at any transfer time none of the Premises pursuant conditions specified in Section 1(d)(ii)(B)(1) hereof is satisfied, the Collateral Agent shall have the right to this convert the Unlimited Standstill Period into a Limited Standstill Period, in which case the Mill Owners' rights to enter into an Unlimited Standstill Period shall terminate. If at any time any of the other conditions specified in Section 5(a1(d)(ii)(A) or 1(d)(ii)(B) hereof is not satisfied, the Collateral Agent may elect to terminate the Limited Standstill Period or the Unlimited Standstill Period (as the case may be). (iv) Upon termination (or, in the case of the Limited Standstill Period, expiration) of the Limited Standstill Period or the Unlimited Standstill Period (as the case may be), the Subordinate Lender shall provide New Owner may elect either to Senior Lender notice assume all of the potential transfer. Upon consummation Contracts (other than obligations under any Contracts with respect to any Mill Owner as to which a Mill Owner Event of any such transfer Default has occurred and is continuing, which the New Owner may either assume or not assume, at its option) or to terminate all of the Premises pursuant Contracts (other than, if the New Owner so elects, the Lease, the Supplemental Lease and the Easement Deeds) and to this Section 5(a)dispose of the Energy Complex in any manner that it chooses. If the New Owner elects to assume the Contracts, Subordinate Lender the term of each Contract shall provide be deemed to be extended by the term of the Limited Standstill Period if, at the end of such Contract's term, any Original Debt is outstanding. (v) The Borrower and the Collateral Agent acknowledge and agree that (A) during the Limited Standstill Period or Unlimited Standstill Period, the Mill Owners shall have the right and option to purchase the Energy Complex for a purchase price equal to all outstanding principal and interest due and owing to the Secured Parties in respect of the Original Debt outstanding and (B) at the end of the initial term of the Lease, the Mill Owners shall have the right and option to purchase the Energy Complex in accordance with Article 15 of the Lease and, in each case, the Mill Owners shall acquire the Energy Complex free and clear of all liens and encumbrances that at any time secured the repayment of the Original Debt outstanding; provided that all Original Debt outstanding and all other amounts payable to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(aSecured Parties or the New Owner (as the case may be) under the Contracts shall have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedpaid in full. (bvi) Nothing contained herein shall limit Notwithstanding any provision in the Contracts or restrict the right of Subordinate Lender arrangements establishing the Mill Owner Maintenance Reserve Account to exercise its rights and remediesthe contrary, the Borrower agrees that in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender the Mill Owners are operating the Energy Complex during the Limited Standstill Period or any purchaser at a foreclosure sale obtains title the Unlimited Standstill Period, the Mill Owner Maintenance Reserve Account shall be available to the PremisesMill Owners (but not to the Collateral Agent) for the payment of operation, Senior Lender hereby acknowledges and agrees that any transfer maintenance or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfercapital expenses.

Foreclosure. At any time after an Event of Default, Lender has immediately commence an action to foreclose this Mortgage or to specifically enforce its provisions or any of the indebtedness secured hereby pursuant to the statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Lender. (a1) Subordinate Lender In the event foreclosure proceedings are filed by Lender, all expenses incident to such proceeding, including, but not limited to, reasonable attorneys' fees and costs, shall not exercise any rights it may have under the Second be paid by Mortgagor and secured by this Mortgage and by all of the other Subordinate Loan Documents securing all or applicable law with respect to a foreclosure or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other realization upon the Premises (obligations secured by this Mortgage, including, without limitation, obtaining title to interest at the Premises Default Interest Rate (as defined in the Note), any prepayment charge, fee or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not premium required to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented paid under the Senior Loan Note in order to prepay principal (to the extent required permitted by applicable law), attorneys' fees and any other amounts due and unpaid to Lender under the Senior Loan Documents promptly after Documents, may be bid by Lender in the transfer event of title a foreclosure sale hereunder. In the event of a judicial sale pursuant to a foreclosure decree, it is understood and agreed that Lender or its assigns may become the Premises. Prior to consummation of any transfer purchaser of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of Property or any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedpart thereof. (b2) Nothing contained herein Lender may, by following the procedures and satisfying the requirements prescribed by applicable law, foreclose on only a portion of the Property and, in such event, said foreclosure shall limit or restrict not affect the lien of this Mortgage on the remaining portion of the Property foreclosed. THUS DONE AND SIGNED in ________________, ________________on this 31st day of January, 2007, in the presence of the undersigned witnesses and Notary Public after due reading of the whole. LVP GULF COAST INDUSTRIAL PORTFOLIO LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President THAT CERTAIN PORTION OF GROUND, situated in the State of Louisiana, Parish of St. Xxxxxxx, in that part thereof know as Xxxxx Business Park, and shown on a plan of resubdivision of X.X. Xxxxx & Sons, Inc., dated April 14, 1983, approved by the St. Xxxxxxx Xxxxxx Planning Commission on June 1, 1983, and registered in COB 298, folio 297 on June 2, 1983, and identified as Xxx 00-X, Xxxxxx 0, and said lot is more particularly described as follows: Commence at the intersection of the northerly right of way of Xxxxx Drive East and the easterly right of way of Xxxxx Drive West a near point of curvature on Xxxxx Drive East, thence along the northerly right of way line of Xxxxx Xxxxx Xxxx Xxxxx 00 degrees 46 minutes 00 seconds East a distance of 175.38 feet to the point of beginning; Thence North 00 degrees 11 minutes 00 seconds West a distance of 564.18 feet to a point on the line common to Lots 15-A and 15-B; Thence along said common line North 89 degrees 49 minutes 00 seconds East a distance of 466.87 feet tot a point; Thence South 00 degrees 11 minutes 00 seconds East a distance of 421.00 feet to a point on the northerly right of way of Xxxxx Drive East; Thence South 72 degrees 46 minutes 00 seconds West along said right of way line a distance of 488.33 feet to the point of beginning. Lot 15-A is a portion of former Xxx 00, Xxxxx Xxxxxxxx Park. The improvements thereon bear the municipal no. 000 Xxxxx Xxxxx East. THAT CERTAIN PORTION OF GROUND, situated in the State of Louisiana, Parish of St. Xxxxxxx, in that part thereof known as Xxxxx Business Park, and shown on a plan of resubdivision of X.X. Xxxxx & Sons, Inc., dated April 14, 1983, approved by the St. Xxxxxxx Xxxxxx Planning Commission on June 1, 1983, and registered in COB 298, folio 297 on June 2, 1983, and identified as Xxx 00-X, Xxxxxx 0, and said lot is more particularly described as follows: Lot 15-B begins 133.13 feet from the near point of curvature of the intersection of the easterly right of way of Xxxxx Drive West and the southerly right of way of Mallard Street and measures thence along the southerly right xx xxx xx Xxxxxxx Xxxxxx Xxxxx 00 degrees 49 minutes 00 seconds East a distance of 440 feet to a point; Thence South 00 degrees 11 minutes 00 seconds East, a distance of 200 feet to a point; Thence North 89 degrees 49 minutes 00 seconds East, a distance of 26.87 feet to a point; Thence South 00 degrees 11 minutes 00 seconds East, a distance of 129.00 feet to the line common to Lots 15-A and 15-B; Thence South 89 degrees 49 minutes 00 seconds West along said common line a distance of 466.87 feet to a point; Thence North 00 degrees 11 minutes 00 seconds West a distance of 329.00 feet to the point of beginning. Said Lot 15-B is composed of a portion of former Lot 15 and all of Xxxx 0, 0, 0 xxx 0, Xxxxxx 0, Xxxxx Xxxxxxxx Park. The improvements thereon bear the municipal no. 000 Xxxxxxx Xxxxxx. THAT CERTAIN PORTION OF GROUND, situated in the Parish of St. Xxxxxxx, State Louisiana, in that part thereof known as Xxxxx Business Park Extension Xx. 0 xx Xxxxxx Xx. 00 thereof, bounded by Xxxxx Drive East, Pintail Street, Xxxxx Xxxx and Canvasback Drive, designated as Lot 10-A, according to a resubdivision plan made by X.X. Xxxxx & Sons, Inc., dated December 9, 1986, approved by St. Xxxxxxx Xxxxxx Planning Director April 10, 1987, recorded at Entry No. 127655, COB 371, folio 8 on April 23, 1987, and which lot is described as follows: Begin at the intersection of the westerly right of way of Xxxxx Drive East and the southerly right of way of Canvasback Drive, the point of curvature on Xxxxx Drive East; Thence South 00 degrees 11 minutes 00 seconds East, a distance of 329.53 feet to a point; Thence South 89 degrees 49 minutes 00 seconds West, a distance of 325.00 feet to a point; Thence North 00 degrees 11 minutes 00 seconds West a distance of 354.53 feet to a point on the southerly right of way of Canvasback Drive; Thence along said right of way North 89 degrees 49 minutes 00 seconds East a distance of 300.00 feet to a point of curve; Thence along a curve to the right having a radius of Subordinate Lender 25.00 feet, a distance of 39.27 feet to exercise its rights and remediesthe Point of Beginning. Improvements thereon bear Municipal Number 000 Xxxxxxxxxx Xxxxx. Together with those certain servitudes established as follows: 1. COB 366, folio 626 - Servitude by Destination of Owner as established by St. Xxxxxxx Three, Limited Partnership, by act before Xxxxx X. Stitch, Jr., N.P. , dated January 13, 1987, filed January 14, 1987, under Entry No. 125464, as shown on the Lot 10-A Survey. (the “Insured Servitudes”) THAT CERTAIN PORTION OF GROUND, situated in the State of Louisiana, Parish of St. Xxxxxxx, in law or in equity, or otherwisethat part thereof known as Xxxxx Business Park, in order accordance with a plan of resubdivision prepared by X. X. Xxxxx & Sons, Inc., dated June 13, 1978, last revised August 14, 1979, approved under St. Xxxxxxx Xxxxxx Policy Jury Ordinance No. 66-3-544 and registered in COB 234, folio 490 on October 2, 1979, and identified as Xxxx 0, 0, xxx 0, Xxxxxx 5, and said lots are more particularly described as follows: Begin at a near point of curvature at the northeast intersection of Xxxxxxx Xxxxxx xxx Xxxxx Xxxxx West; thence along the east right of way of Xxxxx Drive West North 00 degrees 11 minutes 00 seconds West a distance of 175.00 feet to realize on its second lien a point; Thence North 89 degrees 49 minutes 00 seconds East a distance of 325.00 feet to a point on the Premises. (c) In the event Subordinate Lender or any purchaser at line common to Lots 3 and 4; Thence South 00 degrees 11 minutes 00 seconds East a foreclosure sale obtains title distance of 200.00 feet to the Premisesnortherly right of way of Mallard Street; Thence along said right of way South 89 degrees 49 minutes 00 seconds West a distance of 300 feet to a point on a curve to the right at the northeast intersection of Xxxxxxx Xxxxxx xxx Xxxxx Xxxxx West; Thence along said curve, Senior Lender hereby acknowledges having a radius of 25.00 feet a distance of 39.27 feet to the point of beginning. The improvements thereon bear the municipal no. 000 Xxxxxxx Xxxxxx. Together with those servitudes benefiting the land and agrees that any transfer or assumption fee in established as follows: 1. COB 305, folio 4 - Destination of the Senior Loan Commitment shall be waived as a condition Owner with Respect to such transferDriveway, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.dated October 20,

Foreclosure. Collateral Agent may sell and dispose of the Mortgaged Property at public auction, at the usual place for conducting sales at the courthouse in the county where the Mortgaged Property or any part thereof may be located, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks (awithout regard to the actual number of days) Subordinate Lender in a newspaper in which sheriff's advertisements are published in said county, all other notice being hereby waived by Grantor; and Collateral Agent may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Mortgaged Property in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, the said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with. Grantor hereby constitutes and appoints Collateral Agent or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Collateral Agent or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of Grantor, or its successors in interest, in and to the Mortgaged Property. At the election of Collateral Agent, the Mortgaged Property, or any part thereof, may be sold in one parcel and as an entirety, or in such parcels, manner or order as Collateral Agent may elect, and one or more exercises of the powers herein granted shall not exercise extinguish or exhaust the powers unless the entire Mortgaged Property is sold or the indebtedness secured hereby is paid in full, and Collateral Agent, or its assigns, shall collect the proceeds of such sale, applying such proceeds as hereinafter provided (in the event of deficiency, Grantor shall immediately on demand from Collateral Agent pay over to Collateral Agent, or its nominee, such deficiency). Grantor acknowledges that Collateral Agent may bid for and purchase the Mortgaged Property at any rights it may have under such foreclosure sale and shall be entitled to apply all or any part of the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to indebtedness secured hereby as a foreclosure or other realization upon the Premises (including, without limitation, obtaining title credit to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed purchase price. The power and agency hereby granted are coupled with an interest and are irrevocable by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, death or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise any rights it Upon the occurrence and during the continuance of an Event of Default, this Mortgage may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title be foreclosed as to the Premises Mortgaged Properties, or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transfereeany part thereof, (ii) the Premises will be managed in any manner permitted by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedapplicable law. (b) Nothing contained herein shall limit or restrict Upon the right occurrence and during the continuance of Subordinate Lender to an Event of Default, Mortgagee may exercise its rights of enforcement with respect to the Collateral under the UCC or under any other statute in force in any state to the extent the same is applicable law and: (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor’s premises to take possession of, assemble and remediescollect the Collateral or to render it unusable; (ii) Mortgagor shall upon Mortgagee’s request assemble the Collateral and make it available at one or more places reasonably designated by Mortgagee to allow Mortgagee to take possession or dispose of the Collateral; (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (iv) in the event of a foreclosure of the liens or security interests created or evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (for example, when a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.6 as if the same were sales proceeds; and (vii) Mortgagee shall have full power and authority to act as Mortgagor’s attorney-in-fact, and Mortgagor hereby grants to Mortgagee appropriate powers of attorney to act for and on behalf of Mortgagor, in law all dealings with the Department of Interior and all other agencies, departments and subdivisions of the United States of America and of all states in all transactions relating to the Property or any part thereof. Mortgagor hereby authorizes and directs all such agencies, departments and subdivisions to rely upon any writing from Mortgagee asserting that a default has occurred and is continuing, without inquiry into whether or not such default actually occurred and is continuing, and Mortgagor agrees that the exercising by Mortgagee of such powers of attorney may be relied upon in equityall respects and, as between Mortgagor and such agency, department or otherwisesubdivision, in order to realize on its second lien on the Premisesshall be binding upon Mortgagor. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and one or more successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event Subordinate Lender any sale hereunder is not completed or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee is defective in the Senior Loan Commitment opinion of Mortgagee, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Mortgagee shall have the right to cause a subsequent sale or sales to be waived made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as a condition to such may be required by law. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any Event of Default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done by any Person, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all Persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Mortgagee as to the occurrence of any event or the satisfaction of any condition, such Transferas the existence of an Event of Default, and shall not be charged with or forced to review any provision of this Mortgage or any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens or security interests covered hereby, it shall not be necessary for Mortgagee, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof.

Foreclosure. (a) Subordinate Lender shall not may exercise any rights it may have or all of Lender’s remedies under the Second Mortgage and the or other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title acceleration of the maturity of all payments and Obligations, other than Obligations under any Swap Agreements with Lender or any of its Affiliates, which shall be due in accordance with and governed by the provisions of said Swap Agreements; (b) Lender may take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to surrender to Lender) and manage, control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents (as defined in the Mortgage) to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless payment of: (i) the transferee of title to the Premises is a Qualified TransfereeObligations, together with all costs and attorneys’ fees; (ii) all Impositions (as defined in the Premises will Mortgage) and any other levies, assessments or liens which may be managed by a Qualified Manager promptly after the transfer of title prior in lien or payment to the PremisesObligations, and premiums for insurance, with interest on all such items; and (iii) if not in place prior the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of each, any and all Property and the transfer of title to the Premises, hard cash management and adequate reserves operation thereof; all in such order or priority as Lender in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for taxesthe foreclosure sale of each, insurance, debt service, ground rents, capital repair any and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. Property; (c) Lender may apply to any court of competent jurisdiction for the appointment of a receiver for all purposes including, without limitation, to manage and operate each, any and all Property or any part thereof, and to apply the Rents therefrom as hereinabove provided. In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title of such application, Borrower consents to the Premisesappointment of a receiver, Senior Lender hereby acknowledges and agrees that any transfer a receiver may be appointed without notice to Borrower, without regard to whether Borrower has committed waste or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transferpermitted deterioration of each, any such transfer or all of Borrower’s Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Borrower or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (d) Lender may exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon the Mortgage and sale of each, any and all Property, or any part of the Property, at public sale conducted according to applicable law (referred to as “Sale”) and conduct additional Sales as may be required until all of the Property is sold or the Obligations are satisfied; (e) With respect to any portion of each, any and all Property governed by the Code, Lender shall not constitute have all of the rights and remedies of a breach secured party thereunder. Lender may elect to foreclose upon any Property that is Fixtures under law applicable to foreclosure of interests in real estate or default under law applicable to personal property; (f) Lender may bid at Sale and may accept, as successful bidder, credit of the Senior Loan Documentsbid amount against the Obligations as payment of any portion of the purchase price; and (g) Lender shall apply the proceeds of Sale, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose first to any unreasonable fees or delays attorney fees permitted Lender by law in connection with such TransferSale, second to expenses of foreclosure, publication, and sale permitted Lender by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by law.

Foreclosure. Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Mortgaged Property, or take such other action at law, equity or by contract for the enforcement of this Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Loan. The unpaid balance of any judgment shall bear interest at the greater of: (a) Subordinate Lender shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents statutory rate provided for judgments, or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to Default Rate. Without limiting the foregoing, Mortgagee may foreclose this Mortgage and exercise its rights as a secured party for all or any portion of the Loan which are then due and remediespayable, subject to the continuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Property by judicial proceedings, the Mortgaged Property may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Mortgagee shall in no manner, in law or in equity, or otherwisebe limited, except as herein provided, in order the exercise of its rights in the Mortgaged Property or in any other security hereunder or otherwise appertaining to realize on its second lien on the Premises. (c) In the event Subordinate Lender Loan or any purchaser at other obligation secured by this Mortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Mortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Mortgagor as a defense in any proceeding instituted by Mortgagee to collect the Loan or any deficiency remaining unpaid after the foreclosure sale obtains title of the Mortgaged Property. If Mortgagee shall have the right to foreclose this Mortgage, Mortgagor authorizes Mortgagee at its option to foreclose this Mortgage subject to the Premisesrights of any tenants of the Mortgaged Property, Senior Lender hereby acknowledges and agrees the failure to make any such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights will not be asserted by Mortgagor as a defense to any proceeding instituted by Mortgagee to collect the Debt or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, it being expressly understood and agreed, however, that nothing herein contained shall prevent Mortgagee from asserting in any proceeding disputing the amount of the deficiency or the sufficiency of any bid at such foreclosure sale, that any transfer or assumption fee in such tenancies adversely affect the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under value of the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such TransferMortgaged Property.

Foreclosure. (a) Subordinate Lender shall not exercise Prior to any rights it may have under foreclosure sale of the Second Mortgage and Property pursuant to the other Subordinate Loan Documents or applicable law with respect to the acceptance of a foreclosure or other realization upon the Premises deed in lieu thereof (includingeach, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a“Foreclosure”), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize consummate a Foreclosure and, if Administrative Agent, on its second lien on behalf of the Premises. Noteholders, is the winning bidder, own, directly or indirectly, the Property thereafter (c) In an "REO Property"), Administrative Agent shall form a special purpose limited liability company (“Newco”), the event Subordinate Lender or any purchaser at a foreclosure sale obtains title ownership interests in which, subject to the Premisesrequirements of any Senior Co-Lender Agreement, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived owned, directly or indirectly, by the Noteholders, in accordance with their respective Distribution Pro Rata Shares and managed by Administrative Agent (subject to terms and provisions which, in all material respects, are consistent with Administrative Agent’s rights as a condition set forth in Section 2.1 and Section 2.2 hereof, mutatis mutandis), and which Newco shall own the REO Property thereafter, with Administrative Agent acting as manager. Administrative Agent shall form Newco pursuant to such transfer, any such transfer organizational documents drafted by and at the direction of counsel selected by Administrative Agent and with respect to which the Noteholders shall not constitute a breach unreasonably withhold or default under delay their consent (the Senior Loan “Newco Organizational Documents”) that will provide, inter alia, that: (i) all management decisions regarding Newco subsequent to the Foreclosure shall be by Administrative Agent the manager (provided Administrative Agent shall not have any fiduciary or other duty to the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays Noteholders in connection with such Transfer.administration of the Newco and shall not have any obligation whatsoever to adhere to any servicing or other standard with respect to such administration), subject to the approval by the members over (A) certain to be enumerated “major decisions” which shall be substantially the same as those set forth in Section 2.2(a) above (to the extent applicable) and which must be approved by the Required Note-A Equity Holders and, so long as no Control Appraisal Period then exists, the Note-B Holders (or their designees) provided that in no event shall any Noteholder that was a Delinquent Noteholder prior to any Foreclosure have any voting rights whatsoever in Newco and

Foreclosure. (a) Subordinate Lender shall not exercise any rights it may have under The City consents to the Second Mortgage assignment of the Owner’s right, title and interest in this Agreement to a lender or group of lenders providing financing for the other Subordinate Loan Documents or applicable law Project (the “Mortgagee”) and agrees to promptly deliver to Mortgagee copies of all notices with respect to a foreclosure default, suspension or other realization upon the Premises termination (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premisesincluding any Mandatory Sale) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises delivered pursuant to this Section 5(a), Agreement. The City agrees that if Mortgagee notifies the Subordinate Lender shall provide City in writing that Mortgagee has elected to Senior Lender notice exercise its rights and remedies pursuant to its financing arrangements with the Owner with respect to the foreclosure or sale of the potential transfer. Upon consummation Project, then Mortgagee or any other purchaser, successor, assignee or designee of any (as the case may be, in each case, a “Subsequent Transferee”) shall be substituted for Owner under this Agreement and the City shall recognize the Subsequent Transferee as its counterparty under this Agreement and continue to perform its obligations under this Agreement in favor of this Subsequent Transferee; provided, however, that such transfer Subsequent Transferee has elected in writing to assume all of the Premises pursuant rights and obligations under this Agreement and has obtained any required Gaming Approvals prior to this Section 5(a)such assumption. In furtherance of the foregoing, Subordinate Lender shall provide and notwithstanding anything to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions contrary, if a Subsequent Transferee is diligently pursuing required Gaming Approvals then any cure periods set forth in this 10.5(b) for Defaults which cannot be cured unless and until the Subsequent Transferee has obtained the Gaming Approvals, shall be extended by the period of time necessary to obtain such Gaming Approvals; provided that it is understood and agreed that Gaming Approvals shall not be required to cure payment Defaults, insurance obligation Defaults or certain maintenance and repair obligation Defaults (with respect to areas of the Project not regulated by the Gaming Laws) and as such the cure periods set forth in Section 5(a10.5(b) have been satisfied. Senior Lender may request reasonable evidence that shall not be extended for such Defaults during the foregoing requirements have been satisfiedtime the Subsequent Transferee is obtaining Gaming Approvals. (b) Nothing contained herein In the event of a default or breach by the Owner in the performance of any of its obligations under this Agreement that would entitle the City to terminate this Agreement, the City shall limit not terminate this Agreement until it first gives written notice of such Default to Mortgagee and affords Mortgagee (a) a period of ten (10) days from receipt of such notice to cure such Default if such Default is the failure to pay amounts to the City which are due and payable under this Agreement or restrict (b) with respect to any other Default, a reasonable opportunity, but no more than ninety (90) days from receipt of such notice, to cure such non-payment Default. Notwithstanding anything to the contrary herein, if the Default is peculiar to the Owner and not curable by Mortgagee (which it is agreed that no payment Default shall be deemed peculiar to Owner), then, notwithstanding any right that the City may have to terminate this Agreement, the City shall not terminate this Agreement if the Mortgagee shall assume all of Subordinate Lender to exercise its the rights and remediesobligations of the Owner under this Agreement within thirty (30) days from receipt of notice of the applicable Default and thereafter immediately commence to cure the applicable Default and diligently pursue such cure to completion (but in no event more than sixty (60) days after Mortgagee assumes this Agreement); provided that if such Default is incapable of cure and is not material to the practical realization of the City’s rights under this Host Community Agreement, in law the City’s sole discretion, the City agrees that such Default shall be waived by the City. If possession of the Project is necessary to cure such breach or Default (which it is agreed that curing a payment Default, insurance obligation Default or certain maintenance and repair obligation Defaults (with respect to areas of the Project not regulated by the Gaming Laws) shall not require possession of the Project), and Mortgagee or a Subsequent Transferee commences foreclosure proceedings or any other proceedings necessary to take possession of the Project, then Mortgagee or Subsequent Transferee will be allowed a reasonable period to complete such proceedings , so long as such Mortgagee or Subsequent Transferee commences such proceedings within ninety (90) days of receipt of the applicable Default notice and thereafter diligently pursues such proceedings to completion within the shortest timeframe permitted by applicable law. After taking possession of the Project, Mortgagee or Subsequent Transferee shall immediately commence curing such breach or Default promptly after having possession of the Project and thereafter diligently pursue such cure to completion after obtaining possession of the Project (but in equityno event shall such breach or Default remain uncured for more than sixty (60) days after Mortgagee or Subsequent Transferee obtains possession of the Project). If Mortgagee or Subsequent Transferee is prohibited by a court order in any bankruptcy or insolvency proceedings of the Owner from curing the Default or from commencing or prosecuting such proceedings, or otherwise, in order to realize on its second lien on any of the Premisesforegoing time periods shall be extended by the period of such prohibition. (c) In If as the result of a Loan Default, the Mortgagee commences to foreclose upon or otherwise acquire all or part of Owner’s interest in the Project, the Mortgagee (or the Nominee of the Mortgagee) or Subsequent Transferee (the “Foreclosing Lender”), and Mortgagee, the Subsequent Transferee or Foreclosing Lender has cured all breaches and Defaults of this Agreement within the timeframes provided in Section 10.5(b), the City shall not be entitled to terminate this Agreement unless the Foreclosing Lender fails to (i) expressly accept and agree to assume all of the terms, covenants and provisions of this Agreement contained to be observed and performed by Owner and become bound to comply therewith and (ii) immediately commence curing any non-payment breaches or Defaults of this Agreement that could not be cured without possession of the Project promptly after foreclosing upon the Project and thereafter diligently pursue such cure to completion (but in no event Subordinate shall any such breaches or Defaults remain uncured for more than sixty (60) days after Foreclosing Lender or any purchaser at forecloses upon the Project). As used in this Agreement, the word "Nominee" shall mean a foreclosure sale obtains Person who is designated by Mortgagee to act in place of the Mortgagee solely for the purpose of holding title to the Premises, Senior Lender hereby acknowledges Project and agrees that any transfer or assumption fee in performing the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferobligations of Owner hereunder.

Foreclosure. (a) Subordinate Lender shall not exercise any rights it The Mortgaged Property may have under the Second Mortgage be sold through foreclosure subject to unpaid taxes and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (includingPermitted Liens, without limitationand after deducting all costs, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent fees and expenses of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee Mortgagee including costs of evidence of title to in connection with the Premises is a Qualified Transfereesale, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from Mortgagee or an officer that makes any sale shall apply the proceeds of Subordinate Lender certifying that all conditions sale in the manner set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied2.8. (b) Nothing contained herein Any foreclosure of less than the whole of the Mortgaged Property shall limit or restrict not exhaust the right power of Subordinate Lender to exercise its rights foreclosure provided for herein; and remedies, in law or in equitysubsequent foreclosures may be made hereunder until the Obligations have been satisfied, or otherwise, in order to realize on its second lien on the Premisesentirety of the Mortgaged Property has been foreclosed. (c) Mortgagor waives, to the extent not prohibited by law, (1) the benefit of all laws now existing or that hereafter may be enacted providing for any appraisement before sale of any portion of the Mortgaged Property, (2) the benefit of all laws now existing or that may be hereafter enacted in any way extending the time for the enforcement or the collection of amounts due under this Mortgage or any of the Transaction documents or creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due Mortgagee, (3) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, or sale of the Mortgaged Property as separate tracts, units or estates or as a single parcel in the event of foreclosure, and (4) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of or each of the Obligations and marshalling in the event of foreclosure of this Mortgage. (d) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in addition to, exercising the rights described above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (1) to specifically enforce payment of some or all of the terms of the Note Purchase Agreements, or the performance of any term, covenant, condition or agreement of this Mortgage or any other right, or (2) to pursue any other remedy available to it, all as Mortgagee shall determine most effectual for such purposes. (e) If Mortgagee elects one or more of the above remedies, Mortgagor shall pay all of the costs and expenses of Mortgagee incurred in pursuance of such remedies including without limiting the generality thereof reasonable attorneys fees, all costs of collection, late payment penalties, abstracts of title or title insurance, hazard insurance on the Mortgaged Property, real property taxes on the Mortgaged Property which are paid or incurred by Mortgagee, repairs, maintenance, and replacements of the Mortgaged Property which are paid or incurred by Mortgagee, repairs, maintenance and replacements of the Mortgaged Property which are advanced by the Mortgagee, payments by Mortgagee to holders of Liens on the Mortgaged Property which are then due and payable, and interest commencing with the date of the Event of Default, calculated at the Default Rate, on the sum of the above costs and expenses plus the unpaid principal balance of the Obligations and interest unpaid prior to the date of Default, which shall become a part of the Obligations secured hereby and collectible as such. In the event Subordinate Lender or any purchaser at of a foreclosure sale obtains of this Mortgage, the abstracts of title or title insurance policies and all policies of hazard insurance, in each case relating to the PremisesMortgaged Property, Senior Lender hereby acknowledges shall become the absolute property of Mortgagee. (f) In the event the Mortgaged Property is sold under foreclosure and agrees that any transfer or assumption fee in the Senior Loan Commitment proceeds, together with the rents, issues and profits collected by Mortgagee, are insufficient to pay the total Obligations, Mortgagee shall be waived as entitled to a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferdeficiency judgment against Mortgagor.

Foreclosure. (a) Subordinate Lender Mortgagee may institute an action of mortgage foreclosure against the Property, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt and the Prepayment Premium, with interest thereon at the rate stipulated in the Note to the date of default, and thereafter at the Default Rate specified in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including any sums which may have been advanced or loaned by Mortgagee to Mortgagor after the date of this Mortgage, including Future Advances, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments on prior liens, insurance, utilities or repairs to the Property, all costs of suit, together with interest at the Default Rate on any judgment obtained by Mortgagee from and after the date of any sheriff or other judicial sale until actual payment is made of the full amount due Mortgagee. In addition, as an alternative to the right of foreclosure for the full amount secured hereby after acceleration thereof, Mortgagee shall have the right, to the extent permitted by law, to institute partial foreclosure proceedings with respect to the portion of said indebtedness so in default, as if under a full foreclosure, and without declaring the entire secured indebtedness due, and provided that if foreclosure sale is made because of default of a part of the secured indebtedness, such sale may be made subject to the continuing lien of this Mortgage for the unmatured part of the secured indebtedness, and it is agreed that such sale pursuant to a partial foreclosure, if so made, shall not exercise in any rights it may have under manner affect the Second unmatured part of the secured indebtedness, but as to such unmatured part this Mortgage and the other Subordinate Loan Documents lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this section. Notwithstanding the filing of any partial foreclosure or applicable law with respect entry of a decree of sale therein, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the secured indebtedness by reason of any uncured default or defaults upon which such partial foreclosure was predicated or by reason of any other realization upon defaults, and proceed with full foreclosure proceedings. It is further agreed that several foreclosure sales may be made pursuant to partial foreclosures without exhausting the Premises right of full or partial foreclosure sale for any unmatured part of the secured indebtedness, it being the purpose to provide for a partial foreclosure sale of the secured indebtedness without exhausting the power to foreclose and to sell the Property pursuant to any such partial foreclosure for any other part of the secured indebtedness whether matured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure. All advances, disbursements and expenditures made or incurred by Mortgagee before and during a foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in addition to those otherwise authorized by this Mortgage or by the Act (includingcollectively "Protective Advances"), without limitationshall have the benefit of all applicable provisions of the Act, obtaining title to including those provisions of the Premises or selling or otherwise transferring Act hereinbelow referred to: (A) all advances by Mortgagee in accordance with the Premises) without the prior written consent terms of Senior Lender (such consent not to be unreasonably withheld or delayed) unless this Mortgage to: (i) preserve, maintain, repair, restore or rebuild the transferee of title to improvements upon the Premises is a Qualified Transferee, Property; (ii) preserve the Premises will be managed by a Qualified Manager promptly after lien of the transfer of title to Mortgage or the Premises, and priority thereof; or (iii) if not enforce this Mortgage, as referred to in place Section 15-1302(b)(5) of the Act; (B) payments by Mortgagee of: (i) principal, interest or other obligations in accordance with the terms of any senior mortgage or other prior lien or encumbrance; (ii) real estate taxes and assessments, general and special and all other taxes and assessments of any kind or nature whatsoever which are assessed or imposed upon the Property or any part thereof; (iii) other obligations authorized by this Mortgage; or (iv) with court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title, as referred to in Section 15-1505 of the Act; (C) advances by Mortgagee in settlement or compromise of any claims asserted by claimants under senior mortgages or any other prior liens; (D) reasonable and actual attorneys' and paralegals' fees and other costs incurred: (i) in connection with the foreclosure of this Mortgage as referred to in Sections 15-1504(d)(2) and 15-1510 of the Act; (ii) in connection with any action, suit or proceeding brought by or against Mortgagee for the enforcement of this Mortgage or arising from the interest of Mortgagee hereunder; or (iii) in preparation for or in connection with the commencement, prosecution or defense of any other action related to the transfer Mortgage or the Property; (E) Mortgagee's fees and costs, including reasonable and actual attorneys' and paralegals' fees, arising between the entry of title judgment of foreclosure and the confirmation hearing as referred to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer in Section 15-1508(b)(1) of the Premises pursuant Act; (F) expenses deductible from proceeds of sale as referred to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(aSections 15-1512(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. and (b) Nothing contained herein shall limit of the Act; and (G) expenses incurred and expenditures made by Mortgagee for any one or restrict more of the right following: (i) if the Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon the unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold estate under a lease or sublease, rentals or other payments required to be made by the lessee under the terms of Subordinate Lender to exercise its rights the lease or sublease; (iii) premiums for casualty and remediesliability insurance paid by Mortgagee whether or not Mortgagee or a receiver is in possession, if reasonably required, in law or in equityreasonable amounts, or otherwiseand all renewals thereof, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title without regard to the Premiseslimitation to maintaining of existing insurance in effect at the time any receiver or mortgagee takes possession of the Property imposed by of Section 15-1704(c)(1) of the Act; (iv) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (v) payments deemed by Mortgagee to be required for the benefit of the Property or required to be made by the owner of the Property under any grant or declaration of easement, Senior Lender easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Property; (vi) shared or common expense assessments payable to any association or corporation in which the owner of the Property is a member in any way affecting the Property; (vii) if the loan secured hereby acknowledges is a construction loan, costs incurred by Mortgagee for demolition, preparation for and agrees that completion of construction, as may be authorized by the applicable commitment, loan agreement or other agreement; (viii) payments required to be paid by Mortgagor or Mortgagee pursuant to any transfer lease or assumption fee other agreement for occupancy of the Property; and (ix) if this Mortgage is insured, payments of FHA or private mortgage insurance required to keep such insurance in the Senior Loan Commitment force. All Protective Advances shall be waived as a condition to such transferso much additional indebtedness secured by this Mortgage, any such transfer and shall not constitute a breach or become immediately due and payable without notice and with interest thereon from the date of the advances until paid at the rate of interest payable after default under the Senior Loan Documentsterms of the Note. This Mortgage shall be a lien for all Protective Advances as to subsequent purchasers and judgment creditors from the time this Mortgage is recorded pursuant to Section 15-1302(b)(5) of the Act. All Protective Advances shall, provided except to the conditions extent, if any, that any of the same is clearly contrary to or inconsistent with the provisions of the Act, apply to and be included in: (1) any determination of the amount of indebtedness secured by this Mortgage at any time; (2) the indebtedness found due and owing to the Mortgagee in the judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or findings by the court of any additional indebtedness becoming due after such entry of judgment, it being agreed that in any foreclosure judgment, the court may reserve jurisdiction for such purpose; (3) if right of redemption has not been waived by this Mortgage, computation of amounts required to redeem, pursuant to Sections 15-1603(d)(2) and 15-1603(e) of the Act; (4) determination of amounts deductible from sale proceeds pursuant to Section 5(a15-1512 of the Act; (5) are met. Senior Lender also acknowledges application of income in the hands of any receiver or mortgagee in possession; and (6) computation of any deficiency judgment pursuant to Sections 15-1508(b)(2), 15-1508(e) and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer15-1511 of the Act.

Foreclosure. (a) Subordinate Lender shall not Upon the notice of acceleration of debt by a Bank that triggers such Bank’s right to exercise any rights it may have under remedies including foreclosure of a Member’s Membership Interest, the Second Mortgage and the other Subordinate Loan Documents or applicable law entry of a charging order with respect to such Membership Interest or a Disposition in lieu of a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed sale caused by a Qualified Manager promptly after the transfer of title to the Premises, and Bank (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(aeach a “Foreclosure”), the Subordinate Lender affected Member or its authorized representative (the “Foreclosure Member”) shall provide be deemed to Senior Lender have offered to sell all of the Foreclosure Member’s Membership Interest (the “Foreclosure Interest”, which, for the avoidance of doubt, includes the Company’s indebtedness to the Foreclosure Member under the Credit Agreement) in accordance with the terms and conditions specified in this Section 6.3 and will, within five (5) Business Days after receiving notice of the potential transfer. Upon consummation of any Foreclosure, deliver a written instrument to such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedeffect. (b) Nothing contained herein shall limit or restrict The Foreclosure Member and the right of Subordinate Lender other Member(s) will attempt to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien agree on the PremisesFair Market Value of the Foreclosure Interest to be sold. If the Foreclosure Member and the other Member(s) are unable to agree on the Fair Market Value within ten days after notice is given by the Foreclosure Member or the other Member(s) requesting such an agreement as to Fair Market Value (for purposes of this Section 6.3, the date on which such notice is received being referred to herein as the “Notice Date”), Fair Market Value will be determined by a qualified independent appraiser, selected as follows: Within 20 days after the Notice Date, the Foreclosure Member will designate at its cost one qualified independent appraiser and the other Member(s) will designate at its cost another qualified independent appraiser and the two qualified independent appraisers will jointly appoint a third qualified independent appraiser. The third qualified independent appraiser will determine the Fair Market Value of the Foreclosure Interest to be sold as provided herein, which such appraisal must be delivered to the Company and the Members as soon as reasonably practicable, and in any event within 45 days after the date the independent appraiser is selected. The fees and expenses of the third qualified independent appraiser will be borne equally by the Foreclosure Member and the other Member(s). Fair Market Value will be determined as of a date as near as reasonably practicable to the date of the occurrence of the Foreclosure. (c) In If the event Subordinate Lender Foreclosure Member is the Greenbrier Member, then the Watco Members, acting jointly, will have the right for 30 days after they receive the appraisal described in Section 6.3(b) to elect to (i) purchase the Foreclosure Interest at the Fair Market Value determined pursuant to Section 6.3(b), (ii) force the sale of the entire Company or any purchaser at a foreclosure sale obtains title all of the Membership Interests of the Company to an Independent Third Party on terms and conditions reasonably acceptable to the PremisesWatco Members in accordance with Section 6.3(d) or (iii) force the sale of the Applicable Interest by the Foreclosure Member to an Independent Third Party reasonably acceptable to the non-Foreclosure Member at the Fair Market Value determined pursuant to Section 6.3(b). If the Foreclosure Member is either or both of the Watco Members, Senior Lender hereby acknowledges then the Greenbrier Member will have the right for 30 days after it receives the appraisal described in Section 6.3(b) to elect to (i) purchase the Applicable Interest (which for purposes of this sentence includes the Foreclosure Interest of both of the Watco Members) at the Fair Market Value determined pursuant to Section 6.3(b), (ii) force the sale of the entire Company or all of the Membership Interests of the Company to an Independent Third Party on terms and agrees conditions reasonably acceptable to the Greenbrier Member in accordance with Section 6.3(d) or (iii) force the sale of the Foreclosure Interest by the Foreclosure Member to an Independent Third Party reasonably acceptable to the non-Foreclosure Member at the Fair Market Value determined pursuant to Section 6.3(b). If the applicable non-Foreclosure Member does not elect to purchase all of the Foreclosure Interest, then the Foreclosure Member may proceed through foreclosure proceedings with the Bank that initiated the Foreclosure. Notwithstanding anything to the contrary in this Agreement, including in this Article 6, such Bank’s transferee (but not the Bank itself) shall, with respect to the Foreclosure Interest thereupon (by written supplement to this Agreement) become a party to this Agreement, be admitted as a substituted Member, and will hold all of the Foreclosure Interest transferred to such Person subject in all respects to the terms and provisions hereof. (d) The closing of the sale of a Foreclosure Interest pursuant to this Section 6.3 will take place as soon as reasonably practicable following final determination of the Fair Market Value and receipt of any necessary regulatory approvals. At the closing of any sale of a Foreclosure Interest to be sold on the terms and conditions specified in this Section 6.3, the Foreclosure Member whose Foreclosure Interest is to be sold hereunder (for purposes of this Section 6.3(d), the “Seller”) will assign and deliver the Foreclosure Interest to the Person who exercises its right to purchase the Foreclosure Interest pursuant to Section 6.3(c) (for purposes of this Section 6.3(d), whether one or more, the “Purchaser”) free and clear of any Encumbrances, together with such documents of transfer as are reasonably requested by the Purchaser, and the Purchaser will deliver to the Seller the full consideration payable therefor in cash by wire transfer or assumption fee other immediately available funds. Any transfer or similar taxes involved in such sale will be paid by the Senior Loan Commitment Seller, and the Seller will provide the Purchaser with evidence of the Seller’s authority to sell hereunder and such tax lien waivers and similar instruments as the Purchaser may reasonably request. (e) If the non-Foreclosure Member elects to force the sale of the entire Company or all of the Membership Interests of the Company to an Independent Third Party pursuant to Section 6.3(b), the Foreclosure Member (and the Managers appointed by the Foreclosure Member) shall be waived as a condition consent to such transferthe sale of the entire Company or all of the Membership Interests of the Company to an Independent Third Party on the same terms and conditions reasonably acceptable to the non-Foreclosure Member, any such transfer shall not constitute a breach or default except that all of the obligations of the Members for indemnification under the Senior Loan Documents, provided definitive purchase agreement for the conditions in Section 5(asale of the entire Company or the Membership Interests of the Company to the Independent Third Party will be several. The Foreclosure Member shall bear a pro rata share (based on its Sharing Ratio) are met. Senior Lender also acknowledges of transaction costs and agrees that it will not impose any unreasonable fees or delays expenses associated with the sale and shall take all necessary and reasonable actions required by the non-Foreclosure Member in connection with such Transferthe sale of the entire Company or all of the Membership Interests of the Company to an Independent Third Party on terms and conditions reasonably acceptable to the non-Foreclosure Member.

Foreclosure. (a) Subordinate Lender shall not exercise 8.4.1 In the event any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect Mortgagee intends to initiate a foreclosure or other realization upon proceeding against an Affordable Unit, the Premises Mortgagee shall first notify the Agency in writing of its intent to do the same, at least forty-five (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises45) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place days prior to the transfer initiation of title any proceeding relating to the PremisesAffordable Unit, hard cash management and adequate reserves shall include in its notice the amount of the Owner’s outstanding financial obligations to such Mortgagee as of the date of the notice (the “Foreclosure Notice”). A Mortgagee or other secured party who has initiated foreclosure proceedings on a debt secured by a Mortgage on an Affordable Unit shall notify the Agency in writing not later than forty-five (45) days prior to the date of the foreclosure sale. 8.4.2 The Agency or a District designee shall have the right to purchase any and all For Sale Affordable Units in the event of a foreclosure for taxes, insurance, the amount of the debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will secured by the Mortgage against the subject For Sale Affordable Unit(s) not to exceed the Maximum Resale Price for such For Sale Affordable Unit(s). 8.4.3 In no event shall the For Sale Affordable Unit be implemented sold at foreclosure for an amount that exceeds the Maximum Resale Price. All proceeds of a foreclosure sale of a For Sale Affordable Unit shall be distributed as follows: (1) to the Mortgagee in an amount not to exceed the aggregate of all amounts due under the Senior Loan Mortgage; and (2) to the extent required under Affordable Unit Owner in an amount not to exceed the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedMaximum Resale Price. (b) Nothing contained herein shall limit 8.4.4 All Mortgagees securing and/or recording their interest in the Property after these Covenants acknowledges the terms and conditions of these Covenants and that any mortgage or restrict deed of trust placed against the right of Subordinate Lender Property is subordinate to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) these Covenants. In the event Subordinate Lender of foreclosure, this Covenant shall not be released, and the Mortgagee or any purchaser at Person who takes title to an Affordable Unit through a foreclosure sale obtains title shall become a Transferee in accordance with Section 5.8. Notwithstanding the foregoing, if the Mortgagee holds a HUD insured mortgage, this Covenant shall terminate upon foreclosure, deed-in-lieu of foreclosure or assignment of the insured mortgage to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such TransferHUD.

Foreclosure. Subject to the provisions of this subsection (ag) Subordinate Lender shall not exercise and subsection (i) below, foreclosure of a Leasehold Mortgage or any rights it may have sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold interest under the Second Mortgage and the other Subordinate Loan Documents Lease from Lessee to Lender by virtue or applicable law with respect to a in lieu of foreclosure or other realization upon appropriate proceedings in the Premises (includingnature thereof, without limitationshall not require the consent of Lessor, obtaining title shall not be subject to the Premises or selling or otherwise transferring provisions of Section 22.4 of the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the PremisesLease, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach of any provision of or a default under the Senior Loan DocumentsLease and upon such foreclosure, provided sale or conveyance, Lessor shall recognize Lender or any other Purchaser, as the conditions Lessee under the Lease; provided: (i) Lender shall have fully complied with the provisions of this Agreement applicable prior to gaining possession of the Premises and Lender or the Purchaser who becomes the Lessee under the Lease shall comply with the provisions of this Agreement applicable after gaining possession of the Premises; (ii) Lender or the Purchaser who becomes the Lessee under the Lease shall be responsible for taking such actions as shall be necessary to obtain possession of the Premises; and (iii) Lender or the Purchaser who becomes the Lessee under the Lease shall execute, acknowledge and deliver to Lessor an instrument in form reasonably satisfactory to Lessor pursuant to which Lender or the Purchaser expressly assumes all obligations of the Lessee under the Lease, which instrument shall contain the same representation and release by the entity assuming the Lessee’s obligations under the Lease as are made by Lender pursuant to Section 5(a3 of this Agreement. If there are two or more Leasehold Mortgages or foreclosure sale purchasers (whether of the same or different Leasehold Mortgages), Lessor shall have no duty or obligation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or foreclosure sale purchasers. If Lender becomes the Lessee under the Lease, or under any new lease obtained pursuant to subsection (h) are met. Senior below, Lender also acknowledges and agrees shall not be personally liable for the obligations of the Lessee under the Lease accruing prior to or after the period of time that it will not impose any unreasonable fees or delays in connection with such TransferLender is the Lessee thereunder.

Foreclosure. (a) Subordinate Lender Upon the occurrence of a default; (i) Trustee is authorized and empowered and it shall not exercise be Trustee's special duty at the request of Agent to sell the Mortgaged Properties, or any rights it part thereof, as an entirety or in parcels as Agent may elect, at such place or places and otherwise in the manner and upon such notice as may be required by law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have under given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the Second Mortgage sale and the other Subordinate Loan Documents conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. As to those Mortgaged Properties located in the State of California (or within the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable law with respect to this Mortgage and/or the liens or security interests created hereby), Trustee is requested, authorized and empowered to record a foreclosure or other realization upon written notice of default and election to sell and, after a lapse of such time as is required by law, following recordation of such notice, give a notice of sale as required by law and sell such Mortgaged Properties at the Premises (including, without limitation, obtaining title time and place of sale fixed in such notice to the Premises highest bidder for cash. Trustee shall deliver to such purchaser or selling purchasers thereof a trustee's deed conveying the property so sold, which shall not contain any covenant or otherwise transferring warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, truthfulness thereof. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW AGENT OR TRUSTEE TO SELL THE MORTGAGED PROPERTIES WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE.; (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title Commence an action to the Premises, and foreclosure this Mortgage; and/or (iii) if not Exercise all other rights and remedies provided herein, in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior this Mortgage or any other Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of Document or other document or agreement now or hereafter securing all or any transfer portion of the Premises pursuant to this Section 5(a)secured indebtedness, the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedor otherwise as provided by applicable law. (b) Nothing contained herein shall limit or restrict Upon the right occurrence of Subordinate Lender to a default, Agent may exercise its rights of enforcement with respect to the Collateral under the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and remediesthe other provisions of this Section 4.4: (i) Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in law the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, be sold, as a whole or in equityparts, together or separately (including where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or otherwiseany part thereof, in order to realize on its second lien on holding the Premisessame and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event Subordinate Lender any sale hereunder is not completed or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee is defective in the Senior Loan Commitment opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be waived made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as a condition may be required by law. The Trustee or his successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Agent as to the occurrence of an event, such Transferas an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Trustee, Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof.

Foreclosure. (a) Subordinate Lender shall not The Mortgagor hereby agrees and acknowledges that upon the occurrence of an Event of Default, and once the cure period set forth in the Indenture or in the respective Secured Debt Document for such Event of Default, if any, has elapsed, as notified in writing to the Mortgagee, the Mortgagee may, at the expense of the Mortgagor, exercise any rights it may and all rights, remedies and/or actions in connection with the Mortgage created hereby, and with the Transaction Documents, in accordance with applicable law and, to the extent permitted by applicable law, including the following: (i) the Mortgagee shall have under the Second Mortgage right and authority to determine the assets to be attached among the Mortgaged Assets without having to follow the order set forth by article one thousand three hundred and ninety-five (1395) of the Commerce Code (Código de Comercio) and all other applicable provisions of the Code of Civil Procedures for the Federal District (Codigo Federal de Procedimientos Civiles del Distrito Federal) and its correlative articles of the Federal Code of Civil Procedures and the Codes of Civil Procedures of the other Subordinate Loan States of Mexico; (ii) the Mortgagee or the depositary appointed by the Mortgagee, as the case may be, may take (or cause to be taken) immediate possession of the attached Mortgaged Assets (or any part thereof); (iii) the depositary appointed by the Mortgagee shall pay, without the need of a judicial authorization, with the proceeds of the exploitation of the attached Mortgaged Assets, the Secured Obligations in accordance with the Transaction Documents or applicable law with respect to a foreclosure and this Agreement; and (iv) the proceeds of any sale, disposition or other realization upon all or part of the Premises Mortgaged Assets pursuant to or as contemplated by this Mortgage shall be promptly applied in the manner and order of priority set forth in Clause Eighth hereof. (b) In the event that the Mortgagee institutes mortgage proceedings to foreclose against all or any part of the Mortgaged Assets, the Mortgagor hereby expressly waives its right to act as depositary of the Mortgaged Assets, including any Mortgaged Assets subject to attachment (or any portion thereof) and further agrees to the taking of immediate possession thereof by the Mortgagee, either directly or through a depositary appointed by the Mortgagee, without the need to post a bond for such purpose. (c) The Mortgagor hereby covenants and agrees to (i) take any and all steps and/or initiate any and all proceedings that may be necessary or convenient to facilitate the foreclosure and sale of the Mortgaged Assets; and (ii) do or cause to be done all such other acts as may be necessary or convenient to expedite such sale or sales of all or any portion of the Mortgaged Assets, and to execute and deliver such documents and take such other action as may be necessary or advisable in order that any such sale may be carried out in compliance with applicable law. (d) The Mortgagor agrees to pay all costs of the Mortgagee, including, without limitation, obtaining title the fees and expenses of its attorneys and agents, incurred in connection with the enforcement by the Mortgagee of any of its rights and remedies hereunder. (e) The Mortgagor hereby waives presentment, demand or protest (to the Premises maximum extent permitted by applicable law) of any kind in connection with this Mortgage or selling the Mortgaged Assets. (f) Upon any sale of the Mortgaged Assets by the Mortgagee, the acknowledgement of receipt of the Mortgagee shall be a sufficient discharge to the purchaser or otherwise transferring purchasers of the PremisesMortgaged Assets so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Mortgagee. (g) without The parties agree that, given that the prior written consent Mortgagee is a foreign entity, the Mortgagee shall request the SCT to award the rights under any of Senior Lender the Concessions to a third party duly authorized by the SCT, and shall apply any consideration derived from such award to the payment of the Secured Obligations. (h) Service of process and any further notice to the Mortgagor regarding such consent not foreclosure shall be delivered to be unreasonably withheld or delayed) unless the address of the Mortgagor set forth in the Eleventh Clause of this Mortgage. (i) It is hereby understood that the transferee foreclosure of title the Concessions pursuant to the Premises is terms of this Mortgage, including this Clause Seventh, shall in no event give to any Person the capacity of concessionaire under such Concessions without the consent of the SCT. In order to effect the foreclosure or otherwise dispose of the Concessions in favor, or for the benefit of, the Mortgagee or a Qualified Transfereethird party, (ii) the Premises it will be managed by a Qualified Manager promptly after necessary that the transfer of title SCT consents to such conveyance pursuant to the Premises, and terms of article 35 of the Mexican Telecommunications Law or otherwise obtain new concessions in accordance with articles 11 subsection (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer 29 of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedMexican Telecommunications Law. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. If all or any portion of any Property is acquired through foreclosure or the acceptance of a deed in lieu of foreclosure or otherwise, title to such Property (athe “REO Property”) Subordinate Lender shall not exercise any rights it may have under be held in the Second Mortgage name of one or more nominees or subsidiaries of the Lenders where Administrative Agent is the managing member (or equivalent) and the other Subordinate Loan Documents Lenders or applicable law with respect their designated Affiliates are the non-managing members (or equivalent), in the form of a limited liability company to a foreclosure or other realization upon be formed by Administrative Agent on behalf of the Premises (including, without limitation, obtaining Lenders for the sole purpose of holding title to the Premises Property (which limited liability company or selling or otherwise transferring other title nominee shall hereinafter be referred to as the Premises) without “Title Nominee”). The organizational documents of the Title Nominee shall be subject to the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer approval of the Premises pursuant Required Lenders. Each Lender’s ownership interest in the Title Nominee shall be equal to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice such Lender’s Ratable Share of all outstanding fundings of principal of the potential transfer. Upon consummation of any such transfer Loan (including Protective Advances) as of the Premises pursuant date of the acquisition of the Property. The transfer rights and restrictions of the Lenders and the right to this Section 5(a), Subordinate Lender shall provide to remove the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions Administrative Agent as set forth in this Agreement (or substantially similar transfer and removal rights with such modifications as are reasonably appropriate with respect to being a member and/or a managing member in a limited liability company) shall be included in the organizational documents of the Title Nominee. Administrative Agent shall be the sole managing member of the Title Nominee, but the organizational documents of the Title Nominee shall specify actions requiring the consent of the Required Lenders and actions requiring the consent of Unanimous Lenders consistent with the approval rights of the Required Lenders or all Lenders, as applicable, as set forth in Section 5(a) 6. Administrative Agent, with the prior written approval of the Required Lenders may appoint and retain as manager of any REO Property a company or entity selected by Administrative Agent for the management and development of commercial properties similar to the REO Property. Administrative Agent shall have been satisfied. Senior Lender may request reasonable evidence that no liability to the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit Lenders for any wrongful act or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien omission on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, part of any such transfer shall manager; provided, that such manager is not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferan Affiliate of Administrative Agent.

Foreclosure. (a) Subordinate Lender shall not exercise In the event any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect Mortgagee of a For Sale Inclusionary Unit intends to initiate a foreclosure or other realization upon proceeding against a For Sale Inclusionary Unit, the Premises Mortgagee shall first notify the District Agency in writing of its intent to do the same, at least forty-five (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises45) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place days prior to the transfer initiation of title any proceeding relating to the PremisesInclusionary Unit, hard cash management and adequate reserves for taxes, insurance, shall include in its notice the amount of the Inclusionary Unit Owner’s outstanding financial obligations to such Mortgagee as of the date of the notice (the “Foreclosure Notice”). A Mortgagee or other secured party who has initiated foreclosure proceedings on a debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under secured by a Mortgage on an For Sale Inclusionary Unit shall notify the Senior Loan District Agency in writing not later than forty-five (45) days prior to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer date of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedforeclosure sale. (b) Nothing contained herein To the extent the Inclusionary Development includes For Sale Inclusionary Units, the District Agency or a District designee shall limit or restrict have the right to purchase any and all For Sale Inclusionary Units in the event of Subordinate Lender a foreclosure for the amount of the debt secured by the Mortgage against the subject For Sale Inclusionary Unit(s) not to exercise its rights exceed the Maximum Resale Price for such For Sale Inclusionary Unit(s). In the event of foreclosure of a For Sale Inclusionary Unit, this Covenant shall not be released, and remediesthe Mortgagee or any Person who takes title to an Inclusionary Unit through a foreclosure sale shall become a Transferee in accordance with Section 5.7. All proceeds of a foreclosure sale of a For Sale Inclusionary Unit shall be distributed as follows: (1) to the Mortgagee in an amount not to exceed the aggregate of all amounts due under the Mortgage; (2) to the Inclusionary Unit Owner in an amount not to exceed the Maximum Resale Price, in law or in equity, or otherwise, in order and (3) all remaining proceeds shall be shall be paid to realize on its second lien on the PremisesDistrict. (c) In To the extent the Inclusionary Development includes Rental Inclusionary Units, in the event Subordinate Lender of a foreclosure of the Inclusionary Development, or any purchaser at a foreclosure sale obtains portion thereof, this Covenant shall not be released and the Mortgagee or any Person who takes title to the PremisesInclusionary Development, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment foreclosed portion thereof, shall be waived as a condition obligated to such transfer, any such transfer shall not constitute a breach or default under comply with the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferprovisions of this Covenant.

Foreclosure. Immediately commence an action to foreclose this Security Deed or to specifically enforce its provisions or any of the indebtedness secured hereby pursuant to the statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Grantee. (a1) Subordinate Lender Should Grantee have elected to accelerate the indebtedness secured hereby, Grantee may initiate foreclosure of the Property by effectuating a non-judicial foreclosure sale. Grantee shall then sell, or offer for sale, the Property at public sale in accordance with the laws of the State of Georgia then in force and governing said sales of real property and improvements under powers conferred by security deeds. Each such sale shall be at the time, place and in the manner prescribed for holding sheriff's sales of property of like kind, in the County where the Property, or a part thereof, is located, after advertising said sale once in each of the four consecutive weeks (without regard to the number of days) immediately preceding the sale in the newspaper in which are advertised sales by the sheriff of said County, all other notice being hereby waived by Grantor. Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to conduct such sale and to execute in the name of Grantor a deed or deeds of conveyance to the purchaser or purchasers, which deed or deeds shall contain full warranties of title in the name of Grantor and shall recite default in payment, advertisement and sale, which shall be conclusive evidence thereof, and shall convey to the purchaser or purchasers good and sufficient titles to the Property sold; and Grantee is authorized to be a bidder and purchaser at all such sales. Any Grantee purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Grantee upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Grantor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Grantee, and agrees to accept proceeds of said sale, if any, which are payable to Grantor as provided herein. All acts of said Xxxxxxx as attorney-in-fact are hereby ratified and confirmed. The power of sale referred to above and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the remedies provided hereby, and shall not be exhausted by the exercise thereof, but may be exercised until full payment of the indebtedness secured hereby. (2) Should Grantee have not elected to accelerate the indebtedness secured hereby, Grantee may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by conducting a sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Security Deed due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the secured indebtedness. Such sale, if so made, shall not in any rights it manner affect the unmatured part of the debt secured by this Security Deed, but as to such unmatured part, this Security Deed shall remain in full force as though no sale had been made. Several sales may have under be made without exhausting the Second Mortgage and the other Subordinate Loan Documents or applicable law right of sale with respect to any unmatured part of the secured indebtedness, it being the purpose and intent hereof to provide for a foreclosure and the sale of the Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are instituted by Xxxxxxx, all expenses incident to such proceedings, including, but not limited to, attorneys' and trustee's fees and costs, shall be paid by Xxxxxxx and secured by this Security Deed and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other realization upon the Premises (obligations secured by this Security Deed, including, without limitation, obtaining title to interest at the Premises Default Interest Rate (as defined in the Note), any prepayment charge, fee or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not premium required to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented paid under the Senior Loan Note in order to prepay principal (to the extent required permitted by applicable law), attorneys' and trustee's fees and any other amounts due and unpaid to Grantee under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)Documents, the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth may be bid by Grantee in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at of a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferhereunder.

Foreclosure. Anything contained in this Lease to the contrary notwithstanding, upon the occurrence of an Event of Default, other than an Event of Default due to a default in the payment of money or other default reasonably susceptible of being cured prior to Mortgagee obtaining possession, Landlord shall take no action to effect a termination of this Lease if, within thirty (a30) Subordinate Lender days after notice of such Event of Default is given to each Mortgagee, a Mortgagee shall have (x) obtained possession of the Premises (including possession by a receiver if Mortgagee deems it advisable), or (y) notified Landlord of its intention to institute foreclosure proceedings (or to commence actions to obtain possession of the Premises through appointment of a receiver or otherwise) or otherwise acquire Tenant’s interest under the Lease, and thereafter promptly commences and prosecutes such proceedings with diligence and dispatch subject to normal and customary postponements and compliance with any judicial orders relating to the timing of or the right to conduct such proceedings or Force Majeure. The period from the date Mortgagee so notifies Landlord until a Mortgagee acquires and succeeds to the interest of Tenant under this Lease or some other party acquires such interest through Foreclosure is herein called the “Foreclosure Period.” A Mortgagee, upon acquiring Tenant’s interest under this Lease, shall be required promptly to cure all monetary defaults and all other defaults then reasonably susceptible of being cured by such Mortgagee to the extent not exercise cured prior to Foreclosure. The foregoing provisions of this Section 34.10.2 are subject to the following: (i) no Mortgagee shall be obligated to continue possession or to continue Foreclosure after the defaults or Events of Default hereunder referred to shall have been cured (and the Landlord shall accept such cure or performance of such obligation by any party, including Tenant); (ii) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights it may have or remedies under this Lease (other than a termination of this Lease to the Second Mortgage and the other Subordinate Loan Documents or applicable law extent otherwise permitted hereunder) with respect to a any other Event of Default by Tenant during the pendency of such foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, proceedings; and (iii) if not such Mortgagee shall agree with Landlord in place prior writing to comply during the transfer Foreclosure Period with such of title to the Premisesterms, hard cash management conditions and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan covenants of this Lease as are reasonably susceptible of being complied with by such Mortgagee (except to the extent required under the Senior Loan Documents promptly after the transfer of title related to Hazardous Materials or Restoration), including but not limited to the Premisespayment of all sums due and owing hereunder (except for monetary obligations related to Hazardous Materials or Restoration) and the use restrictions set forth in Section 3.1. Prior Notwithstanding anything to consummation the contrary, including an agreement by Mortgagee given under clause (iii) of the preceding sentence, Mortgagee shall have the right at any transfer time to notify Landlord that it has relinquished possession of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose institute Foreclosure or, if such Foreclosure has commenced, that it has discontinued them, and, in such event, the Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord, and, thereupon, Landlord shall be entitled to seek the termination of this Lease and/or any unreasonable fees or delays other available remedy as provided in connection with this Lease unless such Transfer.Event of Default has been cured. Upon any such termination, the provisions of this Section

Foreclosure. (ai) Subordinate Lender shall not The Recognized Mortgagee may exercise its Foreclosure Rights (or any rights it may have contractual or statutory power of sale under the Second Mortgage and the other Subordinate Loan applicable Financing Documents or an assignment in lieu) and enforce any applicable law Financing Document in any lawful way; provided, however, in connection with respect the exercise of its Foreclosure Rights (or any contractual or statutory power of sale under such Leasehold Mortgage or an assignment in lieu): (A) the rights of the Lessee under this Agreement may be assigned or transferred only to a foreclosure Qualified Terminal Operator, (B) if the Recognized Mortgagee moves or other realization upon the Premises (includingpetitions for appointment of a receiver, without limitation, obtaining title such motion or petition shall be subject to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (the Port Authority, such consent not to be unreasonably withheld or delayed, (C) unless any Person to whom the Recognized Mortgagee transfers or assigns the Lessee’s interest in this Agreement (iincluding the Recognized Mortgagee) pursuant to clause (A) above shall enter into an assignment and assumption agreement (the “Lessee Assignment and Assumption Agreement”) in substantially the form attached hereto as Exhibit 22 (Form of Lessee Assignment and Assumption Agreement), pursuant to which such Person shall have the rights and powers of, and assume the obligations of, the Lessee under this Agreement, including, without limitation, any and all unperformed obligations of the Lessee under this Agreement; (D) the transferee Recognized Mortgagee is not permitted in connection with its enforcement of title its lien under the Leasehold Mortgage to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to do anything that would materially and adversely affect the Premises, the Operations and Maintenance Work or is otherwise inconsistent with, or not permitted by, this Agreement, (E) such Qualified Terminal Operator shall acknowledge and agree that each Airline Sublease that is otherwise in full force and effect will remain in full force and effect and will be fully enforceable against such Qualified Terminal Operator in accordance with its respective terms as if such Qualified Terminal Operator were the original party thereto; (F) such Qualified Terminal Operator (or its designee or nominee) shall pay or cause to be paid to the Port Authority, at the time of the execution and delivery of such Lessee Assignment and Assumption Agreement, all amounts set forth in a Statement of Estimated Liabilities which are past-due or due and payable in accordance with the provisions of this Agreement; and (iiiG) in the case of a Lessee Assignment and Assumption Agreement, such Qualified Terminal Operator has cured, within the cure period specified in Section 89(d), all Events of Default under this Agreement of which the Recognized Mortgagee has been notified by the Port Authority in writing, as set forth in a Statement of Estimated Liabilities, or, if such defaults cannot be cured by the payment of money or within the cure period specified in place prior to the transfer of title to the PremisesSection 89(d), hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title reasonably acceptable to the Premises. Prior Port Authority, such Qualified Terminal Operator commits to consummation of any transfer the Port Authority in a remedial plan acceptable to the Port Authority, in its reasonable discretion, to proceed both promptly and diligently, upon the execution of the Premises Lessee Assignment and Assumption Agreement, to cure all such other Events of Default (to the extent curable) set forth in a Statement of Estimated Liabilities and, if possession is necessary in order to cure such other Events of Default, to proceed both promptly and diligently to obtain the possession required to cure any such other defaults to the extent curable. Any omission from a Statement of Estimated Liabilities of (x) any amounts payable to the Port Authority under this Agreement, (y) any unperformed obligations of the Lessee hereunder or (z) any other costs of the Port Authority shall be without prejudice against the Port Authority, and shall not excuse the payment of such amounts or costs or the performance of such unperformed obligations. For purposes of determining whether a successor lessee to this Agreement pursuant to this Section 5(a89(f) is a Qualified Terminal Operator, the successor lessee may either (1) self-perform substantially all of the Operations and Maintenance Work and the Port Authority has determined that the successor lessee is itself a Qualified Terminal Operator or the successor lessee will rely on the expertise and personnel of a Qualified Terminal Operator who is an equity member of the successor lessee or (2) enter into an operations and maintenance agreement for the performance of substantially all of the Operations and Maintenance Work with a third-party Qualified Terminal Operator on terms that are acceptable to the Port Authority in its sole discretion. (ii) Except as provided in Section 89(d), unless and until the Subordinate Lender shall provide to Senior Lender notice Recognized Mortgagee (A) forecloses or has otherwise taken ownership of the potential transferLessee’s interest in this Agreement or (B) has taken possession or control of the Lessee’s interest in this Agreement, whether directly or by an agent as a mortgagee in possession, the Recognized Mortgagee shall not be liable for any of the Lessee’s obligations under this Agreement or be entitled to any of the Lessee’s rights and benefits contained in this Agreement, except by way of security. Upon consummation During any period in which the Recognized Mortgagee itself or by an agent, is the owner, or is in control or possession, of any such transfer the Lessee’s interest in this Agreement, it shall (1) engage a Qualified Terminal Operator to provide management services with respect to the operations of the Premises pursuant and (2) be bound by all liabilities and obligations of the Lessee accruing under this Agreement during such period. Once the Recognized Mortgagee goes out of possession or control of the Lessee’s interest in this Agreement or transfers the Lessee’s interest in this Agreement to a Qualified Terminal Operator in accordance with the provisions of this Section 5(a)Agreement, Subordinate Lender the Recognized Mortgagee shall provide cease to be liable for any of the Lessee’s obligations under this Agreement accruing thereafter, and to the Senior Lender extent assumed by a Qualified Terminal Operator, for any of the Lessee’s obligations under this Agreement accrued during the period in which the Recognized Mortgagee itself, or by an officeragent or a receiver and manager was the owner, or was in control or possession, of the Lessee’s certificate from an officer of Subordinate Lender certifying that all conditions set forth interest in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that Agreement, and shall cease to be entitled to any of the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its Lessee’s rights and remediesbenefits contained in this Agreement, in law or in equityexcept, or otherwiseif the Leasehold Mortgage remains outstanding, in order to realize on its second lien on the Premisesby way of security. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise Upon the occurrence of a default, this Mortgage may be foreclosed as to the Mortgaged Properties, or any rights it may have under part thereof, in any manner permitted by applicable law. Cumulative of the Second Mortgage foregoing and the other Subordinate Loan Documents or applicable law provisions of this Section 4.4: A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. (b) Upon the occurrence of a default, Mortgagee may exercise its rights of enforcement with respect to the Collateral under the Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Mortgagee may require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or other realization upon any part thereof, and the Premises Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (including, without limitation, obtaining title to where a portion of the Premises or selling or otherwise transferring Mortgaged Properties is sold, the Premises) without the prior written consent of Senior Lender Collateral related thereto may be sold in connection therewith); and (such consent not to be unreasonably withheld or delayed) unless (iv) the transferee expenses of title to sale provided for in clause FIRST of Section 4.6 shall include the Premises is a Qualified Transfereereasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (iivi) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premisesshould, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)subsection, the Subordinate Lender Collateral be disposed of other than by sale, any proceeds of such disposition shall provide to Senior Lender notice of be treated under Section 4.6 as if the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises.same were sales proceeds; (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event Subordinate Lender any sale hereunder is not completed or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee is defective in the Senior Loan Commitment opinion of Mortgagee, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Mortgagee shall have the right to cause a subsequent sale or sales to be waived made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as a condition may be required by law. Mortgagee acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Mortgagee, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such Transfersale, the Property or any part thereof.

Foreclosure. (a) Subordinate Lender shall not Prior to the exercise of any foreclosure rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to the Pledged Securities, the Secured Party shall serve written notice on Pledgors at the address of AMS that there has been an Event of Default under one or more of the Notes or under this Agreement and Pledgors shall have a foreclosure or other realization period of fifteen (15) calendar days from the date of such written notice within which to cure such Event of Default. Provided that the Event of Default has not been cured, upon the Premises passage of such fifteen (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises15) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)day period, the Subordinate Lender shall provide to Senior Lender notice of Secured Party may foreclose on the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedPledged Securities as noted herein. (b) Nothing contained herein shall limit or restrict The Secured Party may exercise all the right of Subordinate Lender to exercise its rights and remediesremedies of a secured party under the UCC, in law or in equity, or otherwise, in order to realize on its second lien on the Premisesincluding foreclosure. (ci) In If, in the event Subordinate Lender opinion of the Secured Party, there is any question that a public or semipublic sale or distribution of any of the Pledged Securities will violate any state or federal securities law, the Secured Party in its discretion (A) may, in accordance with the requirements of the UCC, offer and sell securities privately to purchasers who will agree to take them for investment purposes and not with a view to distribution and who will agree to imposition of restrictive legends on the certificates representing the security, or (B) may, if lawful, and in accordance with the requirements of the UCC, sell such securities in an intrastate offering under Section 3(a)(11) of the Securities Act of 1933, as amended, and no sale so made in good faith by the Secured Party in accordance with the requirements of the UCC shall be deemed to be not "commercially reasonable" because so made. Further, Secured Party may in its discretion bid the amount of the remaining unpaid obligation under the Notes or any purchaser at a foreclosure sale obtains title other amount to purchase the PremisesPledged Securities. Pledgors shall cooperate fully with Secured Party in all respects in selling or realizing upon all or any part of the Pledged Securities. In addition, Senior Lender hereby acknowledges Pledgors shall fully comply with the securities laws of the United States, the State of California, and agrees that other states and take such actions as may be necessary to permit the Secured Party to sell or otherwise dispose of any transfer or assumption fee securities pledged hereunder in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection compliance with such Transferlaws.

Foreclosure. If (a) Subordinate Lender a Subordinated Deed of Trust Event of Default shall not exercise any rights it may have under the Second Mortgage occurred and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises be continuing, (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (ib) the transferee Subordinated Secured Parties shall have commenced the exercise of title to any remedy under Section 3.2 of the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the PremisesSubordinated Security Agreement, and (iiic) if not the conditions precedent described in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender Article VIII hereof shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that , the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender Subordinated Secured Parties may, at their option and in addition to exercise its any other rights and remedies, in remedies the Subordinated Secured Parties may have at law or in equity, or otherwise, in order direct Subordinated Trustees to realize on its second lien on the Premises. (c) In the event Subordinate Lender take possession of all or any portion of the Subordinated Real Property and proceed to sell the same as a whole or in parts or parcels, at public auction, for cash or credit, upon any terms Subordinated Trustees shall deem appropriate. Grantor consents that such sale may be made of the Subordinated Real Property as a whole or in parcels, all as Subordinated Trustees in their discretion may determine, and further consents that the sale may be conducted on or off the Subordinated Real Property. A bidder's deposit of not more than ten percent (10%) of the sale price may be required (which, as to any Subordinated Secured Party, may be in the form of a credit against the unpaid Secured Obligations). Before such sale at public auction is made, there shall first be advertisement of the time, place and terms of such sale at least once a week for three successive weeks in the legal notice section of a newspaper published or having a general circulation in Halifax County, Virginia. Such advertisements shall set forth all matters required by the Virginia Code. This is the "advertisement required" by this Subordinated Deed of Trust and no other or different advertisement shall be necessary. Subordinated Trustees may act hereunder although they, or either or them, may have been, may now be or may hereafter be attorney or agent of the Subordinated Secured Parties as to all or any part of the Secured Obligations or as to any matter of business whatsoever. Any Subordinated Secured Party may become the purchaser at a foreclosure sale obtains title of all or any portion of the Subordinated Property so sold and no purchaser shall be required to see to the Premisesproper application of the purchase money. Unless otherwise required by law, Senior Lender hereby acknowledges Subordinated Trustees shall apply the proceeds of any such sale as follows: first, to discharge the expenses of executing the trust, including a reasonable commission to Subordinated Trustees which shall not exceed two and agrees one-half percent (2 1/2%) of the gross proceeds of sale; second, to discharge all taxes, levies and assessments, with costs and interest if they have priority over the Lien of this Subordinated Deed of Trust, including the due pro rata portion thereof for the current year; third, to discharge equally and ratably the remaining Secured Obligations, if any, secured by this Subordinated Deed of Trust pursuant to Section 2 of the Subordinated Security Agreement, and any Liens of record inferior to this Subordinated Deed of Trust, with lawful interest; and, fourth, the residue of the proceeds shall be paid to Grantor or its successors or assigns; PROVIDED, HOWEVER, that as to such residue Subordinated Trustees shall not be bound by any transfer conveyance, assignment or assumption fee Lien of or upon Grantor's equity, without actual notice thereof prior to distribution. If the Subordinated Secured Parties instruct Subordinated Trustees to proceed to sell all or any portion of the Subordinated Property in accordance with the procedure set forth above and such procedure is terminated prior to such sale by Subordinated Trustees, the Subordinated Secured Parties shall pay a commission to Subordinated Trustees in an amount which is customarily paid in Virginia as compensation for such services rendered by Subordinated Trustees, but not exceeding one quarter percent (1/4%) of the outstanding balance of the Secured Obligations, and the amount of such commission paid shall be added to the Secured Obligations and shall earn interest at the Debt Rate. Subordinated Trustees shall have the right exercisable in their discretion to postpone such sale of the Subordinated Property and shall advertise the terms of such postponement as required by law, but not less than once a week for three successive weeks in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach newspaper or default under newspapers in which the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfernotice of sale had been published.

Foreclosure. (a) Subordinate Lender When an Event of Default shall have occurred and is continuing or the Obligations shall become due, Mortgagee shall have the right to foreclose the lien hereof in accordance with the laws of the State in which the Land is located; provided that Mortgagee shall first give written notice to Mortgagor of its intention to foreclose the lien hereof. Notwithstanding the foregoing, Mortgagee hereby agrees that (i) it shall not exercise any rights it may have under sell the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect Premises pursuant to a foreclosure (including foreclosure in accordance with the Power of Sale, as such term is defined below) under this Section 17 until at least sixty (60) days after the date of the notice delivered by Mortgagee in accordance with the immediately preceding sentence and (ii) until consummation of the foreclosure sale, either GP or MXL shall have the right to tender full payment of the outstanding principal amount of the Notes, together with all interest and other realization sums due thereunder, and, upon receipt by the Premises (includingHolders of such payment, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to Holders shall surrender and endorse (without recourse) the Premises is a Qualified Transfereeoriginal Notes, as directed by the party making such payment, and (ii) Mortgagee shall deliver to Mortgagor a release of this Mortgage in recordable form. In the event that neither GP nor MXL shall have tendered full payment of the outstanding principal amount of the Notes, together with all interest and other sums due thereunder within such sixty (60) day period, then Mortgagee may thereafter immediately proceed to sell the Premises will in accordance with the terms of this Mortgage. Mortgagee's agreement to allow such sixty (60) day repayment period shall in no way limit or delay Mortgagee's ability to commence and pursue any foreclosure action. In any suit to foreclose the lien hereof, there shall be managed allowed and included as additional Obligations in the decree of sale, all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee, including reasonable attorneys' fees, as reasonably necessary to prosecute such suit. (b) Where foreclosure sale is permitted as described above, Mortgagee is hereby authorized and empowered to: (i) to the extent permitted by and in accordance with the applicable provisions of law, as the same may be amended, with respect to real property, sell, assign, transfer and deliver the whole or, from time to time, any part of the Premises, or any interest in any part thereof, at any private sale or by public auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Mortgagee in its sole and absolute discretion may determine pursuant to a Qualified Manager promptly after power of sale in accordance with Section 1401 et seq. of the transfer Real Property Actions and Proceedings Law of New York or otherwise (such empowerment and procedure being hereinafter referred to as the "Power of Sale"), or (ii) foreclose the lien hereof for such indebtedness, or such part thereof, by judicial action. With respect to the Power of Sale, Mortgagee may postpone sale of all or any portion of the Premises by announcement at the time and place of sale, and, from time to time thereafter, may further postpone such sale by announcement at the time and place fixed at the preceding postponement. Mortgagee shall deliver to the purchaser its deed or other appropriate instrument transferring title to the Premises, and (iii) if not or the interest therein so sold, but without any covenant or warranty, express or implied. The recitals in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation such instrument of any transfer matter or act shall be conclusive proof of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfertruthfulness thereof. Upon consummation In case of any such transfer sale under this Mortgage, by virtue of the Premises pursuant to this Section 5(a)judicial proceedings, Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer Power of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equitySale, or otherwise, the Premises may be sold in one parcel and as an entirety or in such parcels, manner or order to realize on as Mortgagee in its second lien on the Premisessole discretion may elect. (c) In the event Subordinate Lender or any purchaser at If a foreclosure sale obtains is made as to part, but not all of the Obligations, such sale may be subject to the continuing lien of this Mortgage for the unmatured part of the Obligations. Any sale pursuant to a partial foreclosure shall not in any manner affect the unmatured part of the Obligations (and Mortgagee's rights to conduct subsequent foreclosure sales with respect thereto), but, as to such unmatured part of the Obligations, the lien hereof shall remain in full force and effect as if no foreclosure sale had been made under the provisions of this Section 17. Notwithstanding the filing of any action for partial foreclosure or entry of a decree of sale therein, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the entire Obligations by reason of the Events of Default upon which such partial foreclosure was predicated or by reason of any other Event of Default, and proceed with full foreclosure proceedings. (d) In any action to foreclose the lien or liens of this Mortgage, including a partial foreclosure, no defense (other than a defense which denies the existence or sufficiency of the material facts upon which the action is grounded), counterclaim (other than a compulsory counterclaim or a counterclaim alleging the repayment in full of the Obligations) or setoff shall be available to Mortgagor. If any defense or counterclaim, other than one permitted by the preceding sentence, is raised in such foreclosure action, such defense or counterclaim shall be dismissed; provided, however, if such defense or counterclaim is based on a claim which could be tried in an action for money damages, such claim may be brought in a separate action which shall not thereafter be consolidated with the foreclosure action. The bringing of any such separate action for money damages shall not be deemed to afford any grounds for staying the foreclosure action. (e) Mortgagee, or any nominee of Mortgagee, may be a purchaser of the Premises or a portion thereof or any interest therein at any sale thereof, and may apply to the purchase price all or any part of the Obligations in lieu of payment in cash of the amount of such Obligations applied. Any such purchaser shall, upon any such purchase, acquire good title to the Premisesproperties so purchased, Senior Lender hereby acknowledges free of the lien of this Mortgage and agrees that any transfer or assumption fee free of all rights of redemption in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such TransferMortgagor.

Foreclosure. In the event of a foreclosure action instituted by a Senior Lender, Junior Lender shall not impose any cross claims against Mortgagor in such action and any such claims shall be brought in a separate action by Junior Lender, and Junior Lender shall further agree to waive any and all defenses to foreclosure instituted by either or both Senior Lender(s) under its Senior Mortgage, but this shall not be construed to waive any provision of this Agreement or the right to receive any overage in net proceeds in the event of a foreclosure sale. Under all circumstances and in all events, Senior Lenders understand, acknowledge and agree that in the event that Mortgagor shall default under any of the Junior Loan Documents (as hereinafter defined) at any time and from time to time, Junior Lender shall have the option to exercise, and realize upon, any and all remedies available to Junior Lender, provided, that in connection with such exercise of, and realization upon, such remedies, the Senior Loan Obligations shall be paid in full and Senior Lenders shall have received in full in good funds representing any and all monies owed under the Senior Loan Documents. Upon receipt of such monies by both Senior Lenders, Senior Lenders agree as set forth in Section 4 above, to assign the Senior Loan Documents to Junior Lender. Notwithstanding the foregoing, in the event Senior Lenders (a) Subordinate receive payment in full of the principal and other sums due under their respective Mortgages, and/or (b) assign their rights under the Senior Loan Documents to Junior Lender, Junior Lender and Mortgagor expressly acknowledge and agree that any indemnities and other obligations which under the terms of the Senior Loan Documents survive the payment of such obligations ("Surviving Obligations") shall not be released, satisfied or assigned or deemed released, satisfied or assigned, and shall continue to survive in favor of Senior Lenders. In such event, the Surviving Obligations shall be deemed to benefit and accrue against Mortgagor and in favor of Senior Lenders and also, Junior Lender. Junior Lender shall not exercise any rights it may be liable to Senior Lenders for the Surviving Obligations. Moreover, after both Senior Lenders have received payment in full of the principal and other sums due under the First Mortgage and the Second Mortgage, Senior Lender shall not be able to enforce the Surviving Obligations by realizing upon the Mortgaged Property under and as defined in each of the First Mortgage, the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (includingJunior Mortgage, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (it being understood that in such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)event, the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any Surviving Obligations are unsecured by such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedMortgaged Property. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Mortgaged Premises, or take such other action available to Mortgagee at law, equity or by Contract for the enforcement of this Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of this Mortgage, together with interest from the date of default at the Default Rate and all costs of suit and attorneys' fees. The unpaid balance of any judgment shall bear interest at the greater of (a) Subordinate Lender shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents statutory rate, or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to Default Rate. Without limiting the foregoing, Mortgagee may foreclose this Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and remediespayable, subject to the continuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Premises by judicial proceedings, the Mortgaged Premises may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Mortgagee shall in no manner, in law or in equity, or otherwisebe limited, except as herein provided, in order the exercise of its rights in the Mortgaged Premises or in any other security hereunder or otherwise appertaining to realize on its second lien on the Liabilities or any other obligation secured by this Mortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Mortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Mortgagor as a defense in any proceeding instituted by Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate If Borrower is unable to pay all amounts outstanding on the Acceleration Date or the Maturity Date, as applicable, or upon an Event of Default that is continuing, Lender shall not exercise any rights it may have under the Second Mortgage and the may, among other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (includingthings, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) elect to sell or seize all or any portion of the transferee of title Collateral subject to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a15 (the “Foreclosure Right”), or (ii) have been satisfied. Senior Lender may request reasonable evidence that refinance the foregoing requirements have been satisfiedLoans by offering to enter into a new revolving credit or installment loan agreement, the terms of which would be in Lender’s sole discretion. (b) Nothing contained herein shall limit or restrict In the right of Subordinate event Lender elects to exercise its rights and remediesForeclosure Right, in law or in equityBorrower shall give Hilco Trading LLC, or otherwisesuch other qualified appraiser of enterprises and intellectual property as may be mutually selected by the parties (the “Appraiser”), reasonable access to all of the Collateral, together with any agreements, financial statements, or other documents reasonably requested by the Appraiser, which are necessary for the Appraiser to determine the fair market value of the Collateral (the “Appraisal Value”). To the extent practicable, the Appraiser shall include separate valuations of individual assets in order to realize on its second lien on the PremisesAppraisal Value. The Appraisal Value as determined by the Appraiser shall be deemed final and the parties hereby waive any objection thereto. (c) In After the event Subordinate Appraiser has determined the Appraisal Value and within a reasonable time thereafter, Lender may elect to purchase all or any purchaser portion of the Collateral at the Appraisal Value in exchange for the surrender of unpaid principal and interest on the Loans or may elect to sell the Collateral in a private sale or at a foreclosure public auction. Any public auction of Collateral (the “Auction”) shall be conducted in accordance with the Uniform Commercial Code, as amended. (d) All proceeds received from the sale obtains title of the Collateral at any private sale or Auction (the “Proceeds”), shall be disbursed by Lender as follows: (i) First, the Proceeds shall be applied to the Premisespayment of all reasonable and documented out-of-pocket costs and expenses incurred in connection with the sale of orother realization upon Collateral, Senior including reasonable attorneys’ fees and disbursements; (ii) Second, to the payment of the other Obligations owing to Lender hereby acknowledges (with the Borrower remaining liable for any deficiency); and (iii) Third, Lender shall disburse in immediately available funds any remaining Proceeds to Borrower. (e) Borrower waives (i) any claim that, as to any part of the Collateral, an auction or private sale, should Lender elect so to proceed, is, in and agrees that of itself, not a commercially reasonable method of sale for such Collateral (ii) except as otherwise provided in this Agreement, the Revolving Note or any transfer or assumption fee in of the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided to the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees extent permitted by Applicable Law, notice or delays judicial hearing in connection with Lender’s taking possession or disposition of any of the Collateral including any and all prior notice and hearing for any prejudgment remedy or remedies and any such Transferright that Borrower would otherwise have under Applicable Law, and all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of Lender’s rights hereunder, (iii) all rights (x) of redemption, appraisement, valuation, stay and extension or moratorium and (y) to the marshalling of assets and (iv) all other rights the exercise of which would, directly or indirectly, prevent, delay or inhibit the valid and lawful enforcement of any of the rights or remedies under the Loan Documents or the absolute sale of the Collateral, now or hereafter in force under any Applicable Law, and Borrower, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waive the benefit of all such laws and rights.

Foreclosure. (a) Subordinate Lender shall not exercise Mortgagee may institute any rights it may have under one or more actions of mortgage foreclosure against all or any part of the Second Mortgaged Property, or take such other action available to Mortgagee at law or in equity for the enforcement of this Mortgage and realization on the other Subordinate Loan Documents security herein or applicable elsewhere provided for, as the law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premisesmay allow, and (iii) if not in place prior may proceed therein to final judgment and execution for the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer entire unpaid balance of the Premises pursuant to Liabilities, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of this Section 5(a)Mortgage, together with interest from the Subordinate Lender shall provide to Senior Lender notice date of default at the potential transferDefault Rate, all costs of suit and attorneys' fees. Upon consummation of any such transfer of Without limiting the Premises pursuant to foregoing, Mortgagee may foreclose this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities that are then due and remediespayable, subject to the continuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Property by judicial proceedings, the Mortgaged Property may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Mortgagee shall in no manner, in law or in equity, or otherwisebe limited, except as herein provided, in order the exercise of its rights in the Mortgaged Property or in any other security hereunder or otherwise appertaining to realize on its second lien on the Premises. (c) In the event Subordinate Lender Liabilities or any purchaser at other obligation secured by this Mortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Mortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment proceeding shall not be waived asserted by Mortgagor as a condition defense in any proceeding instituted by Mortgagee to such transfer, collect the Liabilities or any such transfer shall not constitute a breach or default under deficiency remaining unpaid after the Senior Loan Documents, provided foreclosure sale of the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such TransferMortgaged Property.

Foreclosure. (a) Subordinate Lender shall In the event that any payment due under any Mortgage Loan is not exercise paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any rights it may have other covenant or obligation under the Second Mortgage Loan and such failure continues beyond any applicable grace period, Countrywide shall take such action as it shall deem to be in the best interest of the Purchaser. In the event that any payment due under any Mortgage Loan remains delinquent for a period of ninety (90) days or more, Countrywide shall commence foreclosure proceedings in accordance with Customary Servicing Procedures and the other Subordinate Loan Documents guidelines set forth by Fxxxxx Mxx or applicable law with respect to a foreclosure or other realization upon the Premises (includingFxxxxxx Mac. In such connection, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without Countrywide shall obtain the prior written consent of Senior Lender (the Purchaser prior to making any Servicing Advance of $5,000 or more. If the portion of any Liquidation Proceeds allocable as a recovery of interest on any Mortgage Loan is less than the full amount of accrued and unpaid interest on such consent Mortgage Loan as of the date such proceeds are received, then the applicable Servicing Fees with respect to such Mortgage Loan shall be paid first and any amounts remaining thereafter shall be distributed to the Purchaser. Countrywide shall use reasonable efforts to realize upon defaulted Mortgage Loans, in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, Countrywide shall not be required to be unreasonably withheld or delayed) expend its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the transferee proceeds of title liquidation of the related Mortgage Loan to the Premises is a Qualified TransfereePurchaser after reimbursement to itself for such expenses, and (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating that such expenses will be implemented under recoverable by Countrywide through PMI Proceeds, Government Insurance Proceeds, Other Insurance Proceeds or Liquidation Proceeds from the Senior Loan related Mortgaged Property. Countrywide shall notify the Purchaser in writing of the commencement of foreclosure proceedings. Such notice may be contained in the reports prepared by Countrywide and delivered to the extent required under the Senior Loan Documents promptly after the transfer of title Purchaser pursuant to the Premisesterms and conditions of this Agreement. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment Countrywide shall be waived as a condition to such transferresponsible for all costs and expenses incurred by it in any foreclosure proceedings; provided, any such transfer shall not constitute a breach or default under the Senior Loan Documentshowever, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfershall be entitled to reimbursement thereof from proceeds from the related Mortgaged Property.

Foreclosure. (ai) Subordinate Lender In the event of a default by Lessee under the Leasehold Mortgage, then so long as the terms and conditions of the Leases are observed and performed, Leasehold Mortgagee shall be entitled to enforce its rights and remedies under the Leasehold Mortgage as against the interest of Lessee in and to the Leases, including by foreclosing on the Leasehold Mortgage (whether judicial or non-judicial), obtaining a deed in lieu of foreclosure or appointing a receiver, and Lessor shall not exercise any rights it may have of its remedies pursuant to the Leases, including its right to terminate the Leases, so long as Leasehold Mortgagee has cured any Lessee defaults under the Second Mortgage Leases or is continuously and the other Subordinate Loan Documents or applicable law diligently pursuing such cure, in each case, in accordance with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the PremisesSection 2(c) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedabove. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (cii) In the event Subordinate Lender Leasehold Mortgagee forecloses on the Lessee’s interest in the Premises, Lessor shall recognize such lender or any other purchaser at a foreclosure sale obtains title as “Lessee” for all purposes under such Lease and shall be deemed to have assumed the obligations of Lessee under such Lease. In the event Leasehold Mortgagee should foreclose the Leasehold Mortgage by foreclosure sale or otherwise, or by acceptance of a deed or an assignment-in-lieu of foreclosure, such Lease shall remain in full force and effect and shall remain subject to the Premisesterms and provisions of this Agreement and any event which as a result of its nature are personal to Lessee and are not capable of being cured by Leasehold Mortgagee (such as a bankruptcy of such Lessee) shall be waived. (iii) If Leasehold Mortgagee becomes the “Lessee” under any Lease, Senior Lender hereby acknowledges upon the assignment of such Lease by Leasehold Mortgagee, which, for the avoidance of doubt shall be subject to the receipt of Lessor’s consent in accordance with the terms and agrees that any transfer or assumption fee conditions set forth in the Senior Loan Commitment Leases, Leasehold Mortgagee shall be waived as a condition released from any obligations under such Lease arising from and after the date of such assignment; provided that the Lessee of the Leasehold Mortgage agrees in writing to assume all of the obligations of Lessee under such transfer, any Lease from and after the date of such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferassignment.

Foreclosure. (a) Subordinate Lender shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment Agreement shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise Upon the occurrence of a default, this Mortgage may be foreclosed as to the Mortgaged Properties, or any rights it may have under part thereof, in any manner permitted by applicable law. Cumulative of the Second Mortgage foregoing and the other Subordinate Loan Documents provisions of this Section 4.4, Mortgagee may foreclose this Mortgage by executory process subject to, and on the terms and conditions required or permitted by, applicable law law, and shall have the right to appoint a keeper of such Mortgaged Properties. (b) Upon the occurrence of a default, Mortgagee may exercise its rights of enforcement with respect to the Collateral under the Louisiana Commercial Laws or under, the Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Mortgagee may require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or other realization upon any part thereof, and the Premises Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (including, without limitation, obtaining title where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.6 as if the same were sales proceeds; and (vii) as to the Premises or selling Collateral located in or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title subject to the Premises is laws of the State of Louisiana, Mortgagee may foreclose this Mortgage as a Qualified Transferee, (ii) security agreement affecting the Premises will be managed Collateral by a Qualified Manager promptly after the transfer of title to the Premisesexecutory process subject to, and (iii) if not in place prior to on the transfer of title to the Premisesterms and conditions required or permitted by, hard cash management applicable law, and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right to appoint a keeper of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premisessuch Collateral. (c) In To the event Subordinate Lender extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale under the Uniform Commercial Code herein granted or any purchaser at a foreclosure the right to judicial foreclosure, and successive sale obtains title or sales may be made until the whole of the Property shall be sold and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in unsold portion of the Senior Loan Commitment shall be waived Property just as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.though no sale had been

Foreclosure. In the event of a transfer of the Leasehold Estate to VHDA by a trustee’s sale or foreclosure pursuant to a Leasehold Mortgage held for the benefit of VHDA (a“VHDA’s Leasehold Mortgage”) Subordinate Lender or by other enforcement proceedings or by assignment of Tenant’s interest in the Lease in lieu of a trustee’s sale or foreclosure through settlement of or arising out of any pending or threatened trustee’s sale or foreclosure proceeding (collectively referred to herein as, “Foreclosure”), neither VHDA nor any Successor Tenant shall not exercise have any rights it may have liability for the payment of any sums (including Rent pursuant to Section 3.01 of the Lease and Taxes pursuant to Section 5.01 of the Lease) or the performance of any obligations (including the obligation to comply with the requirements of the second and third paragraphs in Section 4.01 or Sections 4.04(a) or (b) of the Lease) required by the Lease to be paid or performed by Tenant prior to such transfer. VHDA shall become the tenant under the Second Mortgage Lease, shall be the owner and holder of the Leasehold Estate under the Lease for all purposes, shall be responsible for the payment of all sums and the other Subordinate Loan Documents performance of all obligations of Tenant thereafter becoming due or applicable law with respect arising under the Lease, and shall be entitled to a foreclosure or other realization upon all of the Premises rights, benefits and privileges of Tenant under the Lease; provided, however, that if VHDA has acquired the Leasehold Estate through Foreclosure, neither VHDA nor any Successor Tenant, as applicable, shall (includingi) have any liability for the payment of any sums required by the Lease to be paid by Tenant (including Rent pursuant to Section 3.01 and, without limitation, obtaining only for so long as VHDA holds title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not Leasehold Estate, Taxes pursuant to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer Section 5.01 of the Premises pursuant to this Section 5(aLease), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.,

Foreclosure. (a) Subordinate Lender Upon the occurrence of a default, Trustee is authorized and empowered and it shall not be Trustee's special duty at the request of Mortgagee to sell the Deed of Trust Mortgaged Properties, or any part thereof, as an entirety or in parcels as Mortgagee may elect, at such place or places and otherwise in the manner and upon such notice as may be required by law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. (b) Upon the occurrence of a default, this Mortgage may be foreclosed as to the Other Mortgaged Properties, or any part thereof, in any manner permitted by applicable law. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. (c) Upon the occurrence of a default, Mortgagee may exercise any its rights it may have of enforcement with respect to the Collateral under the Second Mortgage Uniform Commercial Code of the State of Colorado. Cumulative of the foregoing and the other Subordinate Loan Documents provisions of this Section 4.4: (i) To the exent permitted by law, Mortgagee may enter upon the Mortgaged Properties or applicable law with respect otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; (ii) Mortgagee may require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Collateral; (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or other realization upon any part thereof, and the Premises Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (including, without limitation, obtaining title where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (d) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the Premises unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or selling is defective in the opinion of Mortgagee, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Mortgagee shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Trustee or his successor or substitute, and the Mortgagee acting under power of sale, may appoint or delegate any one or more persons as Mortgagee to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Notes or the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of the Mortgagee as to the occurrence of an event, such as an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Trustee, Mortgagee, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof. (e) As to Property now or hereafter located in, or otherwise transferring subject to the Premises) without laws of, the prior written consent State of Senior Lender (such consent not Louisiana, Mortgagor acknowledges the secured indebtedness, whether now existing or to arise hereafter, and for Mortgagor, Mortgagor's heirs, devisees, personal representatives, successors and assigns, hereby confesses judgment for the full amount of the secured indebtedness in favor of the Mortgagor. Mortgagor further agrees that the Mortgagee may cause all or any part of the Property to be unreasonably withheld seized and sold after due process of law, the Mortgagor waiving the benefit of all laws or delayed) unless parts of laws relative to the appraisement of property seized and sold under executory process or other legal process, and consenting that all or any part of the Property may be sold without appraisement, either in its entirety or in lots and parcels, as the Mortgagee may determine, to the highest bidder for cash or on such terms as the plaintiff in such proceedings may direct. To the extent allowed by law, Mortgagor hereby waives (i) the transferee benefit of title to the Premises is a Qualified Transferee, appraisement; and (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, demand and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfieddemand. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise Upon the occurrence of a default, this Mortgage may be foreclosed as to the Mortgaged Properties, or any rights it may have under part thereof, in any manner permitted by applicable law. Cumulative of the Second Mortgage foregoing and the other Subordinate Loan Documents or applicable law provisions of this Section 4.4: A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. (b) Upon the occurrence of a default, Mortgagee may exercise its rights of enforcement with respect to the Collateral under the Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Mortgagee may require Mortgagor to assemble the Collateral and make it available at a place Mortgagee designates which is mutually convenient to allow Mortgagee to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or other realization upon any part thereof, and the Premises Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (including, without limitation, obtaining title to where a portion of the Premises or selling or otherwise transferring Mortgaged Properties is sold, the Premises) without the prior written consent of Senior Lender Collateral related thereto may be sold in connection therewith); and (such consent not to be unreasonably withheld or delayed) unless (iv) the transferee expenses of title to sale provided for in clause FIRST of Section 4.6 shall include the Premises is a Qualified Transfereereasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (iivi) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premisesshould, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)subsection, the Subordinate Lender shall provide to Senior Lender notice Collateral be disposed of the potential transfer. Upon consummation other than by sale, any proceeds of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment disposition shall be waived treated under Section 4.6 as a condition to such transfer, any such transfer shall not constitute a breach or default under if the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.same were sales proceeds;

Foreclosure. If a Default or Event of Default, as such terms are defined in the Loan Agreements (acollectively, a "Default"), shall have occurred and is continuing, the Lender who is alleging such Default (the "Foreclosing Lender") Subordinate may notify the other Lender (the "Participating Lender") in accordance with Section 10 hereof. If after thirty (30) days from the date of the notice the Default continues, the Participating Lender shall not be entitled to pursue the remedies and exercise any further rights it may have and remedies granted under the Second Mortgage relevant Loan Agreement or Collateral Document. TSVLP and Globex recognize that a trustee foreclosure under a deed of trust may be less expensive and more expedited than a judicial foreclosure. Therefore, the Lenders covenant and agree that if there is a Default under either or both of the TSVLP Collateral Agreements (and/or the TSVLP Security Agreement) and the other Subordinate Globex Collateral Agreements (and/or the Globex Agreements), foreclosure proceedings shall be commenced upon the expiration of the thirty (30) day notice period, and the Foreclosing Lender shall proceed to foreclose under the applicable Collateral Documents. The foreclosure shall be conducted as a unified sale of real and personal property conducted in accordance with the Nevada Uniform Commercial Code and Nevada real property law governing a trustee's sale of real property encumbered by a deed of trust, unless otherwise agreed by the Foreclosing and Participating Lender. At the trustee's sale, the Foreclosing Lender and the Participating Lender shall jointly bid not less than the lesser of the fair market value of the Collateral or the combined balances then owing under the applicable Loan Agreement, unless otherwise agreed by the Lenders. If the Collateral is not purchased by a third party at the trustees sale, the Foreclosing Lender shall cause title to vest in the names of both Lenders, as tenants in common, with equal undivided interests therein. The Foreclosing Lender shall obtain a Trustee's Sale Guaranty from a title company reasonably acceptable to the Participating Lender insuring title in the real property portion of the Collateral vested as required herein. The Foreclosing Lender or Participating Lender may also exercise any further rights or remedies under the applicable Collateral Documents or applicable law Loan Agreements; provided, that any interest in or amounts recorded with respect to the Collateral shall be vested in the names of both Lenders in accordance herewith. Any proceeds received from any such foreclosure, remedial action, redemption or receivership proceeding related to the Collateral shall be shared between the Lenders pari passu in equal proportions; provided, that such proceeds shall be allocated between the Lenders in the manner provided in Section 4 below. Upon issuance of the Trustee's Deeds to TSVLP and Globex, as tenants in common in accordance herewith, each Lender agrees to promptly release the lien of its respective Collateral Documents as an encumbrance against the Collateral. For a period of ninety (90) days thereafter, TSVLP shall have the option to pay to Globex in immediately available funds an amount equal to the amount of principal and interest owed to Globex under the Globex Agreements at the time of foreclosure, and thereby acquire all of the right, title and interest of Globex in and to the Collateral, by documents of conveyance reasonably acceptable in form and substance to TSVLP and Globex and their respective counsel. If TSVLP fails to timely exercise that option, the parties shall remain tenants in common as to the Collateral. Any foreclosure or other realization upon sale of the Premises (including, without limitation, obtaining title to Collateral constituting personal property not conducted simultaneously with the Premises or selling or otherwise transferring trustee's sale shall be made by the Premises) without Foreclosing Lender in accordance with the prior written consent provisions of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the PremisesNevada Uniform Commercial Code, and (iii) if not any proceeds received therefrom shall be shared between the Lenders pari passu in place prior to equal proportions; provided, that such proceeds shall be allocated between the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee Lenders in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, manner provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer4 below.

Foreclosure. (a) Subordinate Lender If all or any portion of any Property is acquired through foreclosure or the acceptance of a deed in lieu of foreclosure or otherwise, title to such Property (the “REO Property”) shall not exercise any rights it may have under be held in the Second Mortgage name of one or more nominees or subsidiaries of the Lenders where Administrative Agent is the managing member (or equivalent) and the Lenders or their designated Affiliates are the non-managing members (or equivalent), in the form of a limited liability company to be formed by Administrative Agent on behalf of the Lenders for the sole purpose of holding title to the Property (which limited liability company or other Subordinate title nominee shall hereinafter be referred to as the “Title Nominee”). Subject to Section 9(c) hereof, the organizational documents of the Title Nominee shall be subject to the prior written approval of the Required Lenders. Each Lender’s ownership interest in the Title Nominee shall be equal to such Lender’s Ratable Share of all outstanding fundings of principal of the Loan Documents (including Protective Advances) as of the date of the acquisition of the Property. Subject to Section 9(c) hereof, the transfer rights and restrictions of the Lenders and the right to remove the Administrative Agent as set forth in this Agreement (or applicable law substantially similar transfer and removal rights with such modifications as are reasonably appropriate with respect to being a member and/or a managing member in a limited liability company) shall be included in the organizational documents of the Title Nominee. Administrative Agent shall be the sole managing member of the Title Nominee, but the organizational documents of the Title Nominee shall specify actions requiring the consent of the Required Lenders and actions requiring the consent of Unanimous Lenders consistent with the approval rights of the Required Lenders or all Lenders, as applicable, as set forth in Section 6 but subject in all cases to Section 9(c) hereof. Subject to Section 9(c) hereof, Administrative Agent, with the prior written approval of the Required Lenders, may appoint and retain as manager of any REO Property a company or entity selected by Administrative Agent for the management, development, repositioning, marketing and/or sale of commercial properties similar to the REO Property. Administrative Agent shall have no liability to the Lenders for any wrongful act or omission on the part of any such manager; provided, that such manager is not an Affiliate of Administrative Agent. (b) In connection with the foreclosure of all or any Properties, the Administrative Agent shall prepare a foreclosure plan (the “Foreclosure Plan”) which will determine the order and combination of foreclosure and disposition of any and all Properties (or portions thereof), establish the minimum amount for a qualifying bid in a foreclosure sale for any such Properties and a maximum strike price for which such Properties must be disposed, and determine whether to permit credit-bidding at such foreclosure sale and credit bid on behalf of all Lenders at such foreclosure sale. The Foreclosure Plan shall be subject to the prior written approval of the Required Lenders pursuant to Section 6 hereof and any material deviations or modifications from or to such Foreclosure Plan shall require the prior written approval of the Required Lenders. (c) Notwithstanding anything to the contrary contained in this Agreement, from and after the occurrence of a Change of Agency Event, the Administrative Agent shall have the right to appoint itself or its designee as the managing member of the Title Nominee and have the right and ability to take all actions under such organizational documents unilaterally without the approval of JPP or any other realization upon the Premises (Lender in its sole and absolute discretion, including, without limitation, obtaining title management of the marketing process for the sale of the REO Property and amending such organizational documents and JPP shall not have any further rights under such organizational documents; provided, that after the occurrence of a Change of Agency Event and in the event Administrative Agent elects to cause the sale of the REO Property for a gross purchase price which is less than ninety-seven percent (97%) of the appraised value of such REO Property based on an FIRREA compliant appraisal prepared by an MAI appraiser from a national appraisal firm selected and commissioned by the Administrative Agent within 180 days prior to the Premises commencement of the marketing of such REO Property, JPP shall have the right to approve or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (reject such consent sale, such approval not to be unreasonably withheld withheld, conditioned or delayeddelayed (it being understood that failure of JPP to object in writing within ten (10) unless (i) business days after notice from the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer Administrative Agent of the Premises pursuant proposed sale price shall be deemed a disapproval of such sale and Administrative Agent shall not sell such REO Property for such sale price; provided, that the Administrative Agent shall have the unilateral right to this Section 5(a)terminate such sale at any time, regardless of JPP has approved such sale. If JPP disapproves, or is deemed to have disapproved, a sale it shall, within thirty (30) days of receipt of a request from the Subordinate Lender shall provide to Senior Lender notice Administrative Agent, furnish Administrative Agent with a written description of the potential transfer. Upon consummation of any grounds for such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedrejection. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender shall not exercise Mortgagee may institute an action to foreclose this Mortgage against the Mortgaged Property, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any rights it other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt, with interest at the rate stipulated in the Note to the date of default, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including all sums which may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect been loaned by Mortgagee to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly Mortgagor after the transfer date of title to the Premisesthis Mortgage, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves all sums which may have been advanced by Mortgagee for taxes, insurance, debt service, ground water or sewer rents, capital repair and improvement expensescharges or claims, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan payments on prior liens, completion of construction of improvements, insurance or repairs to the extent required under the Senior Loan Documents promptly Mortgaged Property, all costs of suit, together with interest at such rate on any judgment obtained by Mortgagee from and after the transfer date of title any foreclosure sale until actual payment is made as of the full amount due Mortgagee, and reasonable attorneys' fees for collection, or Mortgagee may foreclose only as to the Premises. Prior sum past due with interest and costs as above provided (including attorneys' fees), without injury to consummation of any transfer this Mortgage or the displacement or impairment of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice remainder of the potential transfer. Upon consummation lien thereof, and at such foreclosure sale the Mortgaged Property shall be sold subject to all remaining items of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender indebtedness; and Mortgagee may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remediesagain foreclose, in law or in equitythe same manner, or otherwise, in order to realize on its second lien on the Premises. (c) as often as there may be any sum past due. In the event Subordinate Lender or any purchaser Mortgagee forecloses this Mortgage against the Mortgaged Property, Mortgagee may, at a foreclosure sale obtains title its option and in its sole and absolute discretion, assume all rights (but not the obligation unless consented to by Mortgagee) as owner of the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.Mortgaged Property; or

Foreclosure. When the Obligations shall become due whether by ----------- acceleration or otherwise, Trustee shall have the right to foreclosure, in either case in accordance with applicable law. If this Deed of Trust is foreclosed by judicial procedure, Beneficiary will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for any amount by which the unpaid balance of the obligations secured by this Deed of Trust exceeds the net sale proceeds payable to Beneficiary. In the event of any foreclosure sale or trustee's sale, to the extent permitted by applicable law, there shall be allowed and included as part of the foreclosed indebtedness all expenditures and expenses that may be paid or incurred by or on behalf of Beneficiary and/or Trustee, as applicable, for court costs, fees of masters in chancery, reasonable attorneys' fees (including charges for inside counsel), appraiser's fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, Torrens certificates, and similar data and assurances with respect to title as Beneficiary or Trustee, as applicable, may deem to be reasonably necessary either to prosecute such suit or to evidence to the holder at any foreclosure or trustee's sale the true conditions of the title to or the value of the Trust Property. All expenditures and expenses of the nature mentioned in this Section 4.03 shall become additional Obligations ------------ and shall be immediately due and payable, with interest thereon at the Default Rate applicable under the Credit Agreement from and after an Event of Default from and after the date when paid or incurred by Beneficiary or Trustee, as applicable, in connection with (a) Subordinate Lender any proceeding, including probate and bankruptcy proceedings, to which Beneficiary or Trustee, as applicable, shall not exercise be a party, either as plaintiff, claimant or defendant, by reason of this Deed of Trust or any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. Obligations; or (b) Nothing contained herein shall limit preparations for the commencement of any suit for the foreclosure hereof after accrual of such right to foreclose whether or restrict the right of Subordinate Lender to exercise its rights and remedies, in law not actually commenced; or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In preparations for the event Subordinate Lender defense of any threatened suit or any purchaser at a foreclosure sale obtains title to proceedings that might affect the PremisesTrust Property, Senior Lender hereby acknowledges and agrees that any transfer whether or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transferactually commenced.

Foreclosure. (a) Subordinate Lender shall not exercise have the right to foreclose the liens and security interests created hereby or pursuant to any rights other Loan Document, either by judicial or nonjudicial foreclosure, and notify the obligors or account debtors on the Collateral to render all further payment or performance thereon directly to Lender, and directly collect the same. In connection with the foregoing, Lender may prosecute, compromise, or settle claims and sell, lease or otherwise dispose of the Collateral, applying all proceeds received therefrom, less the costs and expenses incurred in connection therewith, to Borrower's obligations to Lender secured thereby in such order and priority of application as Lender may elect. For the purpose of taking possession of any of the Collateral, Lender may enter upon and remove the Collateral from such place as the Collateral may then be located or may render the Collateral unusable, and/or may sell or otherwise dispose of the Collateral on such premises or at such other place as Lender shall determine. Borrower hereby grants to Lender and potential purchasers and bidders a right of access to the premises or places where the Collateral may then be located for the purpose of inspecting the Collateral and conducting a sale or other disposition of the same. Lender may also require Borrower, at Borrower's expense, to assemble the Collateral and deliver it to Lender at such place or places as Lender may have designate which is or are reasonably convenient to Lender and Borrower and Borrower agrees to do so when so required by Lender. With or without removal of the Collateral, Lender may operate or consume the Collateral in efforts to continue or productively employ the Collateral for such period or periods as Lender deems appropriate under the Second Mortgage circumstances. Lender may sell or otherwise dispose of the Collateral at public or private sale or disposition, upon such terms as Lender may determine, and with or without having the other Subordinate Loan Documents Collateral at the place of sale or applicable law with respect to a foreclosure disposition. Lender may bid upon and purchase the Collateral at any public sale thereof. From the proceeds of any such sale, disposition, lease or other realization upon operation of the Premises (includingCollateral, without limitationLender shall deduct all expenses of retaking, obtaining title to the Premises or storing, operating and selling or otherwise transferring disposing of the Premises) without Collateral, including the prior written consent cost of Senior Lender (maintenance and repairs and any other reasonable costs of preparing the Collateral for sale, lease or disposition, and Lender's counsels' fees and expenses. The balance of such consent not to proceeds shall be unreasonably withheld or delayed) unless (i) the transferee of title applied to the Premises Obligations Secured in such order and priority of application as Lender may elect. Should the disposition of the Collateral (other than by retention by Lender) fail to satisfy all amounts secured by this Agreement, Borrower shall pay Lender the amount of any deficiency. Any assumption of management or collection hereunder or the application of monies received as a result thereof or otherwise shall not be deemed in any manner to cure or waive any Default hereunder. Notwithstanding Lender's right to notify the obligors of or account debtors on the Collateral, this Agreement is a Qualified Transfereeintended to and shall serve as notice to all obligors of Borrower and to any and all other persons whomsoever as an authorization and direction to them to pay over all obligations and other items constituting Collateral hereunder to Lender on demand therefor, (ii) and an assurance to them that they shall be entitled to rely solely on the Premises will be managed by a Qualified Manager promptly after the transfer advice and instructions of title Lender as to whether Default exists and as to all matters whatsoever pertaining to the Premisespayment of their obligations, and (iii) if not that they shall thus be fully protected in place prior making any payments to Lender. If written notice pertaining to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer disposition of the Premises pursuant to this Collateral by Lender after Default is required by law, notice delivered or posted as provided in Section 5(a)9.15 (Notices) hereof at least five (5) calendar days before the date of a proposed public disposition or the date after which a private disposition may occur shall conclusively be deemed reasonable notice; provided, however, that nothing herein shall prevent the Subordinate Lender shall provide to Senior Lender sale or other disposition upon shorter notice or without notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant Collateral if it is perishable or if it threatens to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth decline speedily in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedvalue. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. (a) Subordinate Lender Mortgagee may institute an action of mortgage foreclosure against the Property, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt and the Prepayment Premium, with interest thereon at the rate stipulated in the Note to the date of default, and thereafter at the Default Rate specified in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including any sums which may have been advanced or loaned by Mortgagee to Mortgagor after the date of this Mortgage, including Future Advances, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments or prior liens, insurance, utilities or repairs to the Property, all costs of suit, together with interest at the Default Rate on any judgment obtained by Mortgagee from and after the date of any sheriff or other judicial sale until actual payment is made of the full amount due Mortgagee. In addition, as an alternative to the right of foreclosure for the full amount secured hereby after acceleration thereof, Mortgagee shall have the right, to the extent permitted by law, to institute partial foreclosure proceedings with respect to the portion of said indebtedness so in default, as if under a full foreclosure, and without declaring the entire secured indebtedness due, and provided that if foreclosure sale is made because of default of a part of the secured indebtedness, such sale may be made subject to the continuing lien of this Mortgage for the unmatured part of the secured indebtedness, and it is agreed that such sale pursuant to a partial foreclosure, if so made, shall not exercise in any rights it may have under manner affect the Second unmatured part of the secured indebtedness, but as to such unmatured part this Mortgage and the other Subordinate Loan Documents lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this section. Notwithstanding the filing of any partial foreclosure or applicable law with respect entry of a decree of sale therein, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the secured indebtedness by reason of any uncured default or defaults upon which such partial foreclosure was predicated or by reason of any other realization upon defaults, and proceed with full foreclosure proceedings. It is further agreed that several foreclosure sales may be made pursuant to partial foreclosures without exhausting the Premises right of full or partial foreclosure sale for any unmatured part of the secured indebtedness, it being the purpose to provide for a partial foreclosure sale of the secured indebtedness without exhausting the power to foreclose and to sell the Property pursuant to any such partial foreclosure for any other part of the secured indebtedness whether matured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure. All advances, disbursements and expenditures made or incurred by Mortgagee before and during a foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in addition to those otherwise authorized by this Mortgage or by the Act (includingcollectively "Protective Advances"), without limitationshall have the benefit of all applicable provisions of the Act, obtaining title to including those provisions of the Premises or selling or otherwise transferring Act hereinbelow referred to: (A) all advances by Mortgagee in accordance with the Premises) without the prior written consent terms of Senior Lender (such consent not to be unreasonably withheld or delayed) unless this Mortgage to: (i) preserve, maintain, repair, restore or rebuild the transferee of title to improvements upon the Premises is a Qualified Transferee, Property; (ii) preserve the Premises will be managed by a Qualified Manager promptly after lien of the transfer of title to Mortgage or the Premises, and priority thereof; or (iii) if not enforce this Mortgage; (B) payments by Mortgagee of: (i) principal, interest or other obligations in place accordance with the terms of any senior mortgage or other prior lien or encumbrance; (ii) real estate taxes and assessments, general and special and all other taxes and assessments of any kind or nature whatsoever which are assessed or imposed upon the Property or any part thereof; (iii) other obligations authorized by this Mortgage; or (iv) with court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title; (C) advances by Mortgagee in settlement or compromise of any claims asserted by claimants under senior mortgages or any other prior liens; (D) reasonable and actual attorneys' and paralegals' fees and other costs incurred: (i) in connection with the foreclosure of this Mortgage; (ii) in connection with any action, suit or proceeding brought by or against Mortgagee for the enforcement of this Mortgage or arising from the interest of Mortgagee hereunder; or (iii) in preparation for or in connection with the commencement, prosecution or defense of any other action related to the transfer Mortgage or the Property; (E) Mortgagee's fees and costs, including reasonable and actual attorneys' and paralegals' fees, arising between the entry of title judgment of foreclosure and the confirmation hearing; (F) expenses deductible from proceeds of sale; and (G) expenses incurred and expenditures made by Mortgagee for any one or more of the following: (i) if the Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon the unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold estate under a lease or sublease, rentals or other payments required to be made by the lessee under the terms of the lease or sublease; (iii) premiums for casualty and liability insurance paid by Mortgagee whether or not Mortgagee or a receiver is in possession, if reasonably required, in reasonable amounts, and all renewals thereof, without regard to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under limitation to maintaining of existing insurance in effect at the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of time any transfer receiver or mortgagee takes possession of the Premises Property; (iv) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (v) payments deemed by Mortgagee to be required for the benefit of the Property or required to be made by the owner of the Property under any grant or declaration of easement, easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Property; (vi) shared or common expense assessments payable to any association or corporation in which the owner of the Property is a member in any way affecting the Property; (vii) if the loan secured hereby is a construction loan, costs incurred by Mortgagee for demolition, preparation for and completion of construction, as may be authorized by the applicable commitment, loan agreement or other agreement; (viii) payments required to be paid by Mortgagor or Mortgagee pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice any lease or other agreement for occupancy of the potential transferProperty; and (ix) if this Mortgage is insured, payments of FHA or private mortgage insurance required to keep such insurance in force. Upon consummation of any such transfer All Protective Advances shall be so much additional indebtedness secured by this Mortgage, and shall become immediately due and payable without notice and with interest thereon from the date of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to advances until paid at the Senior Lender an officer’s certificate from an officer rate of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or interest payable after default under the Senior Loan Documentsterms of the Note. This Mortgage shall be a lien for all Protective Advances as to subsequent purchasers and judgment creditors from the time this Mortgage is recorded. All Protective Advances shall, provided except to the conditions extent, if any, that any of the same is clearly contrary to or inconsistent with the provisions of the Act, apply to and be included in: (1) any determination of the amount of indebtedness secured by this Mortgage at any time; (2) the indebtedness found due and owing to the Mortgagee in Section 5(athe judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or findings by the court of any additional indebtedness becoming due after such entry of judgment, it being agreed that in any foreclosure judgment, the court may reserve jurisdiction for such purpose; (3) are met. Senior Lender also acknowledges and agrees that it will if right of redemption has not impose been waived by this Mortgage, computation of amounts required to redeem; (4) determination of amounts deductible from sale proceeds; (5) application of income in the hands of any unreasonable fees receiver or delays mortgagee in connection with such Transferpossession; and (6) computation of any deficiency judgment.

Foreclosure. (a) Subordinate Lender shall not exercise In the event any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect Mortgagee intends to initiate a foreclosure or other realization upon proceeding against an Inclusionary Unit, the Premises Mortgagee shall first notify the District Agency in writing of its intent to do the same, at least forty-five (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises45) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place days prior to the transfer initiation of title any proceeding relating to the PremisesInclusionary Unit, hard cash management and adequate reserves for taxes, insurance, shall include in its notice the amount of the Owner’s or Inclusionary Unit Owner’s outstanding financial obligations to such Mortgagee as of the date of the notice (the “Foreclosure Notice”). A Mortgagee or other secured party who has initiated foreclosure proceedings on a debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under secured by a Mortgage on an Inclusionary Unit shall notify the Senior Loan District Agency in writing not later than forty-five (45) days prior to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer date of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedforeclosure sale. (b) Nothing contained herein To the extent the Inclusionary Development includes For Sale Inclusionary Units, the District Agency or a District designee shall limit or restrict have the right to purchase any and all For Sale Inclusionary Units in the event of Subordinate Lender a foreclosure for the amount of the debt secured by the Mortgage against the subject For Sale Inclusionary Unit(s) not to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on exceed the PremisesMaximum Resale Price for such For Sale Inclusionary Unit(s). (c) All proceeds of a foreclosure sale of a For Sale Inclusionary Unit shall be distributed as follows: (1) to the Mortgagee in an amount not to exceed the aggregate of all amounts due under the Mortgage; (2) to the Inclusionary Unit Owner in an amount not to exceed the Maximum Resale Price, and (3) all remaining proceeds shall be shall be paid to the District. (d) In the event Subordinate Lender of foreclosure, this Covenant shall not be released, and the Mortgagee or any purchaser at Person who takes title to an Inclusionary Unit through a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee shall become a Transferee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in accordance with Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer5.7.

Foreclosure. (a) Subordinate Lender When all or any part of the Obligations shall not become due, whether by acceleration or otherwise, Mortgagee shall have the right to foreclose the lien hereof for such Obligations or part thereof and/or exercise any right, power or remedy provided in this Mortgage or any of the other Loan Documents in accordance with the Act (as defined below), power being expressly granted to sell the Property at public auction. In the event of a foreclosure sale, Mortgagee is hereby authorized, without the consent of the Mortgagor, to assign any and all insurance policies to the purchaser at such sale or to take such other steps as Mortgagee may deem advisable to cause the interest of such purchaser to be protected by any of such insurance policies. Mortgagor does hereby grant and confer upon Mortgagee the fullest rights it and remedies available for foreclosure of this Mortgage by action or by advertisement pursuant to Minnesota Statutes Chapters 580, 581 and 582, as said statutes may have under be amended from time to time, and pursuant to other applicable Minnesota laws and statutes, as amended, governing and authorizing mortgage foreclosures by action and by advertisement including, but not limited to, a grant to Mortgagee of the Second Mortgage power of sale; and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (includingpower of sale granted Mortgagee in this Mortgage shall include, without limitation, obtaining title the power of sale required to permit, at Mortgagee’s option, lawful foreclosure of this Mortgage by advertisement in accordance with the statutes then made and provided. If any provision in this Mortgage shall be inconsistent with any provision of Minnesota Statutes Sections 559.17 and 576.25 and Chapters 580, 581 or 582 (collectively, the “Act”), provisions of the Act shall take precedence over the provisions of this Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent with the Act. If any provision of this Mortgage shall grant to Mortgagee (including Mortgagee acting as a mortgagee-in-possession) or a receiver any powers, rights or remedies prior to, upon or following the occurrence, and during the continuance, of an Event of Default which are more limited than the powers, rights or remedies that would otherwise be vested in Mortgagee or in such receiver under the Act in the absence of said provision, Mortgagee and such receiver shall be vested with the powers, rights and remedies granted in the Act to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed full extent permitted by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedlaw. (b) Nothing contained herein In any suit to foreclose the lien hereof, there shall limit be allowed and included as additional indebtedness in the decree for sale all expenditures and expenses which may be paid or restrict incurred by or on behalf of Mortgagee for reasonable attorneys’ fees, appraisers’ fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the right decree) of Subordinate Lender procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurances with respect to exercise the title as Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to or the value of the Property. All expenditures and expenses of the nature mentioned in this section and such other expenses and fees as may be incurred in the enforcement of the Mortgagor’s obligations hereunder, the protection of said Property and the maintenance of the lien of this Mortgage, including the reasonable fees of any attorney employed by Mortgagee in any litigation or proceeding affecting this Mortgage, the Notes, or the Property, including probate and bankruptcy proceedings, or in preparations for the commencement or defense of any proceeding or threatened suit or proceeding shall be immediately due and payable by the Mortgagor, with interest thereon until paid at the Default Rate (as defined in the Loan Agreement) and shall be secured by this Mortgage. Mortgagee may institute one or more actions of foreclosure on this Mortgage or to institute other proceedings according to law for foreclosure, and prosecute the same to judgment, execution and sale, for the collection of the Obligations and all costs and expenses of such proceedings, including reasonable attorneys’ fees and actual attorneys’ expenses. To the extent permitted by law, Mortgagee has the option of proceeding as to both the Real Property and the Personalty in accordance with its rights and remediesremedies in respect of the Property, in law or in equity, or otherwisewhich event the default provisions of the UCC will not apply. Mortgagee also has the option of exercising, in order respect of the Property consisting of Personalty, all of the rights and remedies available to realize on its second lien on a secured party upon default under the Premises. (c) applicable provisions of the UCC in effect in the jurisdiction where the Real Property is located. In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title Mortgagee elects to proceed with respect to the PremisesPersonalty separately from the Real Property, Senior Lender hereby acknowledges and agrees whenever applicable provisions of the UCC require that any transfer or assumption fee in the Senior Loan Commitment shall notice be waived as a condition to such transferreasonable, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(aten (10) are met. Senior Lender also acknowledges and agrees that it days’ notice will not impose any unreasonable fees or delays in connection with such Transferbe deemed reasonable.

Foreclosure. Except as provided in clauses (a3), (4) Subordinate Lender and (5) of this Section XXI, an Eligible Mortgagee shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect absolutely no right, whether pursuant to a foreclosure proceeding or other realization upon the Premises (includingotherwise, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) to enforce by foreclosure or otherwise the transferee of title to the Premises is a Qualified TransfereeLeasehold Mortgage, (ii) to convert or to require the Board to convert the Leased Premises will be managed or the Project Facilities to any use other than the qualified airport uses as expressly permitted by a Qualified Manager promptly after the transfer of title to the Premisesthis Ground Lease, and or (iii) if not in place prior to sell, assign or transfer or cause or permit to be sold, assigned and/or transferred at judicial foreclosure sale or otherwise, the transfer of right, title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer and/or interest of the Premises pursuant Company in and under this Ground Lease to this Section 5(a)any person, firm or entity which has not been approved in writing by the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation Board in advance of any such sale, assignment and/or transfer. Any such purported sale, assignment and/or transfer of this Ground Lease and/or the Premises Company's right, title and/or interest herein and hereunder, whether pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, a judicial foreclosure proceeding or otherwise, in order contravention of this Section XXI(3) shall be void and of no force and effect and shall give the Board the right to realize on declare a default under this Ground Lease and to terminate this Ground Lease. It shall be the obligation of the Eligible Mortgagee in any such judicial foreclosure sale to be the successful bidder. Notwithstanding the foregoing, any Eligible Mortgagee acting as a Bond Trustee shall have the authority, obligation, duty and power to use its second lien best efforts to relet and rerent the Project Facilities for the benefit of the owners of the Bonds and for the benefit of the Board, and to cure defaults, as may be provided in the applicable Leasehold Mortgage, which provisions shall and must include that any reletting be subject to (a) approval by the Board, which will not be unreasonably withheld, (b) receipt of an approving opinion of bond counsel as to no adverse effect on the Premises. tax exemption of the outstanding Bonds, and (c) In qualification of any substitute and successor tenancy as an airport facility, under Section 142(A) of the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such TransferInternal Revenue Code.

Foreclosure. In the event the Lender acquires the Leasehold Estate by foreclosure of the mortgage, declaration of trust and/or other security instrument or assignment of the Leasehold Estate in lieu of foreclosure (for which foreclosure or assignment in lieu of foreclosure shall not require approval of the Lessor or the Secretary; provided, however, with respect to HUD loans, the Lender shall obtain the Tribe’s consent prior to obtaining title pursuant to any foreclosure or assignment in lieu of foreclosure) then: (a) Subordinate The Lender shall not exercise any rights it may have under will notify the Second Mortgage Lessor in writing of the availability of the Leasehold Estate and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves Improvements for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a)sale, the Subordinate Lender shall provide to Senior Lender notice sales price and any other terms of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied.sale; (b) Nothing contained herein If a purchaser is found within 30 days of such foreclosure or assignment in lieu of foreclosure, upon completion of the sale upon terms satisfactory to the Lender, the Leasehold Estate and the Improvements shall limit or restrict be assigned by the right of Subordinate Lender to exercise its rights the purchaser with the written consent and remediesapproval of the Secretary, which consent shall not be unreasonably withheld, and such purchaser shall be bound by the terms of the Lease and shall assume in law or in equitywriting all the obligations thereunder. The Lender is hereby authorized to sell the Leasehold Estate and the Improvements to any Tribal member without the approval of the Lessor, or otherwise, in order to realize on its second lien on any other person with the Premises.approval of the Lessor; and (c) In If a purchaser cannot be found within such 30-day period, the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition entitled to such transfer, sublet the Leasehold Estate an unlimited number of times with the approval of the Secretary (but the Lessor shall not be entitled to approve any such transfer sublease, and the Lessor shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays qualifying criteria on any such sublessee); provided, however, any sublessee shall accept and agree in connection with such Transfer.writing to be bound by the terms and conditions of the Lease. The term of any sublease period, however, shall not exceed one year. Where the Leasehold Estate has been sublet as provided in this paragraph, a subsequent purchaser approved by the Lessor and the Lender must wait until the expiration of any current sublease period before occupying the Leasehold Estate;

Foreclosure. Notwithstanding anything contained in this Lease to the contrary, upon the occurrence of an Event of Default, other than an Event of Default due to a default in the payment of money or other default reasonably susceptible of being cured before Mortgagee obtaining possession, Landlord shall take no action to effect a termination of this Lease if, within thirty (a30) Subordinate Lender days after notice of such Event of Default is given to Mortgagee, a Mortgagee shall not exercise have (x) obtained possession of the Premises (including possession by a receiver), or (y) notified Landlord of its intention to institute foreclosure proceedings or otherwise acquire Xxxxxx's interest under the Lease, and thereafter promptly commences and prosecutes such proceedings with diligence and dispatch and completes such proceedings no later than six (6) months thereafter. A Mortgagee including DBW, upon acquiring Tenant's interest under this Lease, shall be required promptly to cure all monetary defaults and all other defaults then reasonably susceptible of being cured by such Mortgagee. The foregoing provisions of this subsection (b) are subject to the following: (i) no Mortgagee shall be obligated to continue possession or to continue foreclosure proceedings after the defaults or Events of Default hereunder referred to shall have been cured; (ii) nothing herein contained shall preclude Landlord, subject to the provisions of this Section, from exercising any rights it may have or remedies under this Lease (other than a termination of this Lease to the Second Mortgage and the other Subordinate Loan Documents or applicable law extent otherwise permitted hereunder) with respect to a any other Event of Default by Xxxxxx during the pendency of such foreclosure proceedings; and (iii) the Mortgagee shall agree with Landlord in writing to comply during the period Landlord forebears from terminating this Lease with the terms, conditions and covenants of this Lease that are reasonably susceptible of being complied with by the Mortgagee. Notwithstanding anything to the contrary, the Mortgagee shall have the right at any time to notify Landlord that it has relinquished possession of the Premises to Tenant, or that it will not institute foreclosure proceedings or, if such foreclosure proceedings have commenced, that it has discontinued them, and, in such event, the Mortgagee shall have no further rights or liability from and after the date it delivers such notice to Landlord, and, thereupon, Landlord shall be entitled to seek the termination of this Lease and/or any other available remedy as provided in this Lease. If Mortgagee is prohibited by any process or injunction issued by any court having jurisdiction of any bankruptcy or insolvency proceedings involving Tenant from commencing or prosecuting foreclosure or other realization upon appropriate proceedings in the Premises (includingnature thereof, without limitationthe times specified above for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless provided that Mortgagee shall (i) have fully cured any Event of Default due to a default in the transferee payment of title to the Premises is a Qualified Transfereemoney, (ii) continue to pay currently such monetary obligations as and when the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premisessame become due, and (iii) if not in place prior to the transfer perform all other obligations of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented Tenant under the Senior Loan this Lease to the extent required under that they are reasonably susceptible of being performed by the Senior Loan Documents promptly after the transfer of title Mortgagee. Notwithstanding anything herein to the Premises. Prior contrary, to consummation the extent the Mortgagee is not reasonable capable of performing an obligation under this Lease, such obligations shall apply to and remain effective on a prospective basis to any transfer assignee or transferee of the Mortgagee notwithstanding Mortgagee’s inability to perform. Notwithstanding anything to the contrary above, if the Premises pursuant are not used by Tenant or Mortgagee or a designee of Mortgagee as required by this Lease and such non-use continues for a period of twelve (12) months, then Landlord shall have the right to terminate this Section 5(a), the Subordinate Lender shall provide to Senior Lender Lease by providing thirty (30) days’ notice of termination, subject to Tenant's and/or Mortgagee's right to cure by commencing operations during the potential transfer. Upon consummation of any such transfer of the Premises pursuant to thirty (30) day period and continuing thereafter in accordance with this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfiedLease. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

Foreclosure. The agent under the Senior Credit Facility or any ----------- other party entitled to act thereunder commences judicial proceedings to foreclose on the collateral securing the Senior Credit Facility or exercises any right under applicable law or any instrument evidencing a security interest or other encumbrance in respect of such collateral to take ownership or effect the transfer of such collateral in lieu of foreclosure. THEN (i) upon the occurrence of any Event of Default described in the foregoing Sections 7.6 or 7.7, all of the unpaid principal amount of and accrued interest on the Loans and all other outstanding Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower, and the commitments of the Lenders hereunder shall thereupon terminate, and (ii) upon the occurrence of any other Event of Default, the Agent shall, upon written notice of the holder or holders of a majority in aggregate principal amount of the Loans then outstanding, by written notice to the Borrower, declare all of the unpaid principal amount of and accrued interest on the Loans and all other outstanding Obligations to be, and the same shall forthwith become, due and payable, and the obligations of the Lenders hereunder shall thereupon terminate; provided that, -------- for so long as the Senior Credit Facility is in effect, such declaration shall not become effective until the earlier of (a) Subordinate Lender shall not exercise any rights it may have under 5 days after receipt by the Second Mortgage Borrower and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented agent under the Senior Loan Credit Facility of notice of such acceleration and (b) acceleration of such of the Indebtedness under the Senior Credit Facility; and provided further that if any declaration of acceleration ---------------- under this Agreement occurs solely because an Event of Default set forth in Section 7.2 has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the holders of the Indebtedness which is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such Indebtedness within thirty days of such acceleration of such Indebtedness and the Agent has received written notice thereof within such time and if no other Event of Default has occurred during such thirty-day period which has not been cured or waived in accordance with this Agreement. Nevertheless, if at any time after acceleration of the maturity of the Loans, the Borrower shall pay all arrears of interest and all payments on account of the principal thereof which shall have become due otherwise than by acceleration (with interest on principal and, to the extent required under permitted by law, on overdue interest, at the Senior Loan Documents promptly after rates specified in this Agreement or the transfer Notes) and all Events of title to Default and Potential Events of Default (other than non-payment of principal of and accrued interest on the Premises. Prior to consummation Loans and the Notes due and payable solely by virtue of any transfer of the Premises acceleration) shall be remedied or waived pursuant to this Section 5(a)SECTION 12.6, then the Subordinate Lender shall provide to Senior Lender Agent shall, upon written notice of the potential transfer. Upon consummation holders of any such transfer a majority in aggregate principal amount of the Premises pursuant to this Section 5(a)Loans then outstanding, Subordinate Lender shall provide by written notice to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that Borrower rescind and annul the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise acceleration and its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to consequences; but such transfer, any such transfer action shall not constitute a breach affect any subsequent Event of Default or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose Potential Event of Default or impair any unreasonable fees or delays in connection with such Transferright consequent thereon.