Common use of Foreclosure Clause in Contracts

Foreclosure. In the event that all or any of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.

Foreclosure. In The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any of security given as Collateral for the Qualified Properties are acquired Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained to negotiate in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title good faith to any such Foreclosure Property or any portion thereof shall be held reach agreement in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it writing relating to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Planownership, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agentoperation, maintenance, marketing and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, Collateral Pool Assets and the collecting of rents and other sums from that such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection agreement shall be consistent with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share following: (based on their respective Commitment Amount Percentagei) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property Collateral Pool Assets will not be held as a permanent long-term investment but will be disposed of as soon as practicable and within marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall undertake give written notice of such offer to sell such Foreclosure Property the Lenders and request their approval for sale at such price and upon such terms and conditions as a price. If the Required Lenders shall reasonably determine approve of such a sale (or are deemed to be most advantageous. Any purchase money mortgage or deed approve of trust taken such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the disposition ownership, operation, maintenance, marketing and sale of such Foreclosure Property the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent their respective Percentages. (v) All expenditures and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders other actions taken with respect to the Foreclosure PropertyCollateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase Without limiting the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% generality of the fair market value foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the property as set forth in a current Appraisal, Lenders shall be deemed a condition to be a reasonable offersuch expenditure.

Foreclosure. In the event that all or any portion of the Qualified Properties are Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Indebtedness and Obligations, title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share Pro Rata Share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share Pro Rata Share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous, and any sale proceeds from the Property shall be distributed by Administrative Agent to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof in accordance with the provisions set forth in Section 2.6(b) hereof. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of ninety-five percent (95% %) of the fair market value of the property as set forth in a current Appraisalappraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that Mortgagee shall have all or any of the Qualified Properties are acquired rights and may exercise all of the powers set forth in applicable Law of the State. Mortgagee may sell the Property in its entirety or in parcels, and by Administrative Agent one or by several sales, as deemed appropriate by Mortgagee in its sole and absolute discretion. If Mortgagee chooses to have more than one foreclosure sale, Mortgagee may cause the result foreclosure sales to be held simultaneously or successively, on the same day, or on such different days and at such different times as Mortgagee may elect. Before any foreclosure sale, Mortgagee shall give such notice of default and election to sell as may be required by Law. After the lapse of such time as may then be required by Law following the recordation of such notice of default, and notice of sale having been given as then required by Law, Mortgagee shall sell the property being sold at a public auction to be held at the time and place specified in the notice of sale. Mortgagee shall have no obligation to make demand on Mortgagor before any foreclosure sale. From time to time in accordance with then-applicable Law, Mortgagee may postpone any foreclosure sale by public announcement at the time and place noticed for that sale. At any foreclosure sale, Mortgagee shall sell to the highest bidder at public auction for cash in lawful money of the United States (or acceptance cash equivalents acceptable to Mortgagee to the extent permitted by applicable Law), payable at the time of sale. Mortgagee shall execute and deliver to the purchaser(s) a deed or assignment deeds conveying the property being sold without any covenant or warranty whatsoever, expressed or implied. The recitals in lieu any such deed of foreclosureany matters of fact, including any facts bearing upon the regularity or is retained validity of any foreclosure sale, shall be conclusive proof of their truthfulness. Any such deed shall be conclusive against all Persons as to the facts recited therein. Any Person, including Mortgagee, may purchase at such sale, and any bid by Mortgagee may be, in satisfaction whole or in part, in the form of cancellation of all or any part of the Obligations (each a “Foreclosure Property”)Obligations. Notwithstanding the provisions of this Section 7.2 to the contrary, title to any such Foreclosure Property foreclosure sale of all or any portion thereof of the lien of this Mortgage shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and judicial foreclosure in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing applicable requirements of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative AgentOhio law, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect from time to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offertime amended.

Foreclosure. In the event that all (a) The Trustee or any Mortgagee may institute an action of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of mortgage foreclosure, or is retained take other action as the law may allow, at law or in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agentequity, for the benefit enforcement of this Mortgage, and proceed thereon to final judgment and execution of the Lendersentire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Mortgaged Property by virtue of judicial proceedings, the Mortgaged Property may be sold in one parcel and as an entirety or in an entity co-owned such parcels, manner or order as the Mortgagee in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Lenders Grantor as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval defense in any proceeding instituted by the Required Lenders. In Trustee or Mortgagee to collect the event that Administrative Agent does not obtain Obligations secured hereby or any deficiency remaining unpaid after the approval foreclosure sale of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, Mortgaged Property. Costs and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval expenses incurred by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore Mortgagee or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, Trustee (including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs attorneys' fees, expenses and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale charges through all appeals) under this Section shall become part of the Foreclosure PropertySecured Indebtedness secured hereby. In addition, Administrative Agent Proceeds realized from a foreclosure of this Mortgage shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and applied in accordance with the Post-Foreclosure Planprovisions of Section 5 of this Article 3. (b) If Mortgagee elects to have foreclosure by exercise of the power of sale granted herein: (i) Upon such election, Trustee or Mortgagee shall give such notice of an Event of Default and election to sell as may then be required by Applicable Law, and shall advertise the sale in the manner prescribed by Applicable Law. To Upon the extent there is net operating income from expiration of such Foreclosure time following the advertisement of sale, and the giving of such notice of sale as may then be required by Applicable Law, and without the necessity of any demand on Grantor, the Trustee or the Mortgagee as applicable, at the time and place specified in the notice and advertisement of sale, shall sell the Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as shall be required under Applicable Law. The Trustee or the Required Lenders Mortgagee, as applicable, may from time to time postpone any sale by public announcement at the time and place noticed therefor. Any person, including Grantor, Trustee or Mortgagee, may purchase at any sale. (ii) Upon any sale, the Trustee or Mortgagee, as applicable, Trustee shall reasonably determine execute and deliver to the purchaser a deed conveying the Mortgaged Property, with special warranty, and the purchaser shall be let into immediate possession. If Grantor, or its heir, executor, administrator, successor or assign, occupies the Mortgaged Property at the time of its sale: (x) each and all shall immediately become the tenant of the purchaser, under a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rent per day based upon the value of the Mortgaged Property, such rent to be most advantageousdue daily to the purchaser; (y) an action in unlawful detainer shall lie if the tenant holds over after a demand in writing for possession of the Mortgaged Property; and (z) this agreement and the deed delivered by the Trustee or Mortgagee, as applicable, shall constitute the agreement under which any such tenant's possession arose and continued. Any The recitals in any deed delivered by Trustee of facts, such as the occurrence of an Event of Default, the giving of notice of default and notice of sale, demand that such sale be made, postponement of sale, terms of sale, sale, purchase, payment of purchase money mortgage and other facts affecting the regularity or deed of trust taken in connection with the disposition validity of such Foreclosure Property in accordance with sale or disposition, shall be prima facie proof of the immediately preceding sentence shall name Administrative Agenttruth of such facts. (iii) The Trustee or the Mortgagee, as agent applicable, is hereby irrevocably appointed the true and lawful attorney-in-fact of Grantor to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so-sold and to execute all necessary instruments of conveyance, assignment and transfer. The Trustee or the Mortgagee, as applicable, may substitute one or more Persons with like power. Grantor hereby ratifies and confirms all that Trustee or Mortgagee, or any substitute of either of them, shall lawfully do by virtue-hereof. Nevertheless, upon request by Trustee or Mortgagee, Grantor shall ratify and confirm any sale by executing and delivering to Trustee , Mortgagee or the purchaser all instruments requested by Trustee or Mortgagee. (c) Upon any sale made under this Mortgage, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, Mortgagee (on its behalf or on behalf of the Secured Parties) and any Secured Party may bid for and acquire the Mortgaged Property or any part thereof, and Mortgagee and any Secured Party in lieu of paying cash therefor may make settlement for the Lenderssales price by crediting against the sales price some or all of the Secured Indebtedness owing to such Secured Party (or, as in the beneficiary or mortgagee. In such casecase of Mortgagee, Administrative Agent owing to all Secured Parties) after deducting therefrom the expenses of the sale and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights costs of the Lenders action and any other sums which Trustee or Mortgagee is authorized to deduct. (d) Any sale made under this Mortgage, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the Mortgaged Property and rights so sold, and shall be a perpetual bar, both at law and in equity, against Grantor and all Persons who may at any time claim the same, or any part thereof, from, through or under Grantor. Grantor hereby expressly waives any right to direct the order in which agreement the Mortgaged Property shall be sold pursuant hereto. (e) To the fullest extent permitted by law, Grantor will not at any time insist upon, plead, or in all material respects similar any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the rights marshaling of assets or the Lenders with respect administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Mortgage, or any decree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Mortgaged Property sold; or any law, now or at any time hereafter in force, which may affect the Foreclosure Property. Lenders agree covenants and terms or performance of this Mortgage; and Grantor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and covenants not to unreasonably withhold hinder, delay or delay their approval impede the execution of any power herein granted or delegated to Trustee or Mortgagee, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (f) Grantor hereby requests that a Post-Foreclosure Plan or copy of any third party offer Notice of Default and a copy of any Notice of Sale under this Mortgage be mailed to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property Grantor at a gross purchase price of 95% of the fair market value of the property Grantor's address for Notices as set forth in a current Appraisal, shall be deemed to be a reasonable offerSection 2 of Article IV.

Foreclosure. In the event that all or any portion of the Qualified Properties are Collateral (the “Collateral Property”) is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Collateral Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by the Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) for such Collateral Property and any real property owned by the entities that are Collateral Property (such real property, the “Real Estate Property”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Collateral Property acquired and Real Estate Property and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Collateral Property and/or Real Estate Property, and the collecting of rents and other sums from such Foreclosure Collateral Property and/or Real Estate Property and paying the expenses of such Foreclosure Collateral Property and Real Estate Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Collateral Property and Real Estate Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Collateral Property and Real Estate Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Collateral Property and Real Estate Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Collateral Property and/or Real Estate Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Collateral Property and/or Real Estate Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Collateral Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Collateral Property and/or Real Estate Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Collateral Property and/or Real Estate Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Collateral Property and/or Real Estate Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Collateral Property and/or Real Estate Property. An offer to purchase the Foreclosure Collateral Property and/or Real Estate Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisalappraisal reasonably acceptable to Administrative Agent and Required Lenders, shall be deemed to be a reasonable offer. Notwithstanding any other provision of this Section 9.11, in no event will Administrative Agent be required to take any action that Administrative Agent determines could subject it to any liabilities (including by deemed assumption of Loan Party liabilities) under any Lien or Encumbrance.

Foreclosure. In the event that all or any portion of the Qualified Properties are any Mortgaged Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Mortgaged Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Mortgaged Property (the “"Post-Foreclosure Plan”") and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Mortgaged Property, and the collecting of rents and other sums from such Foreclosure Mortgaged Property and paying the expenses of such Foreclosure Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Mortgaged Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Mortgaged Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Mortgaged Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Mortgaged Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Mortgaged Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.such

Foreclosure. In the event that all or any of the Qualified Properties are Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their its respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their its respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereofCommitment Amount Percentage. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any portion of the Qualified Properties are a Borrowing Base Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Borrowing Base Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Borrowing Base Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Borrowing Base Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Borrowing Base Property, and the collecting of rents and other sums from such Foreclosure Borrowing Base Property and paying the expenses of such Foreclosure Borrowing Base Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Borrowing Base Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Borrowing Base Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Borrowing Base Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Borrowing Base Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Borrowing Base Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Borrowing Base Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Borrowing Base Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Borrowing Base Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Borrowing Base Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Borrowing Base Property. An offer to purchase the Foreclosure Borrowing Base Property or any portion thereof at a gross purchase price of ninety-five percent (95% %) of the fair market value of the such property as set forth in a current Appraisalappraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any (a) The Mortgagee may institute an action of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of ----------- mortgage foreclosure, or is retained take other action as the law may allow, at law or in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agentequity, for the benefit enforcement of this Mortgage, and proceed thereon to final judgment and execution of the Lendersentire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Mortgaged Property by virtue of judicial proceedings, the Mortgaged Property may be sold in one parcel and as an entirety or in an entity co-owned such parcels, manner or order as the Mortgagee in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Lenders Mortgagor as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval defense in any proceeding instituted by the Required Lenders. In Mortgagee to collect the event that Administrative Agent does not obtain obligations secured hereby or any deficiency remaining unpaid after the approval foreclosure sale of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, Mortgaged Property. Costs and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval expenses incurred by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, Mortgagee (including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs attorneys' fees, expenses and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale charges through all appeals) under this Section shall become part of the Foreclosure PropertySecured Indebtedness secured hereby. In addition, Administrative Agent Proceeds realized from a foreclosure of this Mortgage shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and applied in accordance with the Post-Foreclosure Plan. To provisions of the extent there is net operating income from such Foreclosure PropertyCredit Agreement and Section 5 of this Article 3 and, Administrative Agent shallin any event, in accordance with the Post-Foreclosure Planprovisions of Applicable Law. (b) [reserved]. (c) Upon any foreclosure sale made under this Mortgage, determine Mortgagee may bid for and acquire the amount Mortgaged Property by crediting the sales price (after deducting the costs and timing expenses of distributions sale and any other sums which Mortgagee is authorized to deduct) upon the indebtedness or other sums secured by this Mortgage. (d) Any foreclosure sale made under this Mortgage shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the Lenders. All such distributions Mortgaged Property and rights so sold, and shall be made to the Lenders a perpetual bar, both at law and in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to equity, against Mortgagor and all Persons who may at any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in claim the same, or any part thereof, from, through or under Mortgagor. Mortgagor hereby expressly waives any right to direct the order in which agreement the Mortgaged Property shall be sold pursuant hereto. (e) To the fullest extent permitted by law, Mortgagor will not at any time insist upon, plead, or in all material respects similar any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the rights marshaling of assets or the Lenders with respect administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Mortgage, or any decree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Mortgaged Property sold; or any law, now or at any time hereafter in force, which may affect the Foreclosure Property. Lenders agree covenants and terms or performance of this Mortgage; and Mortgagor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and covenants not to unreasonably withhold hinder, delay or delay their approval impede the execution of any power herein granted or delegated to Mortgagee, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (f) Mortgagor hereby requests that a Post-Foreclosure Plan or copy of any third party offer Notice of Default and a copy of any Notice of Sale under this Mortgage be mailed to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property Mortgagor at a gross purchase price of 95% of the fair market value of the property Mortgagor's address for Notices as set forth in a current Appraisal, shall be deemed to be a reasonable offerSection 2 of Article IV.

Foreclosure. a) Servicer shall continually monitor Mortgage Loans that have been referred to foreclosure throughout the process to ensure that effective timelines are being met. b) Servicer shall follow the proper foreclosure procedure requirements under applicable Laws, including starting and/or reinstating judicial or non-judicial foreclosure, as applicable. c) Servicer will select an attorney firm or trustee from its list of preferred vendors to complete foreclosure actions. Servicer will manage foreclosure processes through Black Knight Desktop/Process Management. Servicer will adhere to foreclosure timelines established by USFN, allowing adjustments for inherited actions, contested matters, and other third party delays when assessing timeline compliance. d) Servicer will require foreclosure attorneys and trustees to adhere to the fee guidelines established by Xxxxxx Xxx or, if stricter, such guidelines as are imposed under other applicable Laws. e) Servicer will obtain a valuation of the Mortgaged Property prior to the foreclosure sale where appropriate and determine the foreclosure bid amount in consultation with Owner. f) Notwithstanding the above, all foreclosure bids are capped by the total debt owed by the Mortgagor. g) In the event that all or any of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part and subsequent sale of the Obligations (each REO Property, Servicer will request Owner’s approval to secure a “Foreclosure Property”)deficiency judgment, title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agentif permitted by law. If approved by Owner, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit Servicer will perform any and all such additional Post-actions required to secure a deficiency judgment. h) Foreclosure Plan(s) referrals should be signed off by a manager or foreclosure review committee of Servicer before being sent to the Lenders foreclosure attorney or trustee. i) Throughout the foreclosure process and with respect to vacant properties, Servicer is responsible for evaluation procuring all property preservation functions to ensure that the condition and appearance of the approval Mortgaged Property are maintained. This includes securing the Mortgaged Property, mowing the grass, removing trash and other debris that violate applicable law or pose a health or safety hazard, winterizing the Mortgaged Property, etc. j) Servicer shall retain outside counsel and title firms with expertise in the given geography of the Mortgaged Property to review prior due diligence findings on title, order and review new title report for liens, judgments, assignment issues, and other defects. Said counsel shall perfect title defects prior to foreclosure sale. k) Prior to considering the Mortgage Loan for foreclosure sale, Servicer shall confirm that no pending loss mitigation options are active. l) If the Mortgagor has been referred to foreclosure, qualifies for a Loan Modification and is willing to execute modification documents, the foreclosure sale will be stopped unless the Mortgagor has defaulted on a related trial period plan, the foreclosure sale date is to occur within 30 days, or if otherwise instructed by Owner. m) Servicer shall manage the foreclosure process so as to preserve the insurance provided by the Required Lenders. In PMI Policy or LPMI Policy, where applicable. n) To the extent the Servicing Asset Schedule notes the existence of a Superior Lien; Servicer shall (1) identify whether Servicer is also servicing the Superior Lien for Owner and (2) monitor the status of each Superior Lien in accordance with Applicable Requirements. If Servicer is servicing both the approved Post-Foreclosure PlanMortgage Loan and Superior Lien for Owner, Administrative Agent Servicer shall manage, operate, repair, administer, complete, construct, restore or otherwise deal provide Owner with an electronic file identifying the Foreclosure Property acquired related Mortgage Loan and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share Superior Lien within ten (based on their respective Commitment Amount Percentage10) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale business days of the Foreclosure Propertyrelated Servicing Commencement Date. In additionIf necessary to comply with Applicable Requirements, Administrative Agent Servicer shall render file (or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement filed) a request for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) notice of any operating loss action by a superior lien holder under a Superior Lien for the Foreclosure Propertyprotection of Owner’s interest, where permitted by applicable Laws and whenever such other expenses and operating reserves Laws do not require that a junior lien holder be named as Administrative Agent shall deem reasonably necessary pursuant a party defendant in foreclosure proceedings in order to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from foreclose such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing junior xxxx xxxxxx’x equity of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereofredemption. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition cost of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, filing shall be deemed to be a reasonable offerServicing Advance.

Foreclosure. In The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any of security given as Collateral for the Qualified Properties are acquired Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained to negotiate in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title good faith to any such Foreclosure Property or any portion thereof shall be held reach agreement in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it writing relating to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Planownership, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agentoperation, maintenance, marketing and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, Collateral Pool Assets and the collecting of rents and other sums from that such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection agreement shall be consistent with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share following: (based on their respective Commitment Amount Percentagei) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property Collateral Pool Assets will not be held as a permanent long-term investment but will be disposed of as soon as practicable and within marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decision making with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent Appraised Value of such Collateral Pool Asset as established by an Appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall undertake give written notice of such offer to sell such Foreclosure Property the Lenders and request their approval for sale at such price and upon such terms and conditions as a price. If the Required Lenders shall reasonably determine approve of such a sale (or are deemed to be most advantageous. Any purchase money mortgage or deed approve of trust taken such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the disposition ownership, operation, maintenance, marketing and sale of such Foreclosure Property the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent their respective Percentages. (v) All expenditures and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders other actions taken with respect to the Foreclosure PropertyCollateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase Without limiting the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% generality of the fair market value foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the property as set forth in a current Appraisal, Lenders shall be deemed a condition to be a reasonable offersuch expenditure.

Foreclosure. In the event that all or any portion of the Qualified Properties are a Borrowing Base Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Borrowing Base Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Borrowing Base Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Borrowing Base Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure - 110 - Borrowing Base Property, and the collecting of rents and other sums from such Foreclosure Borrowing Base Property and paying the expenses of such Foreclosure Borrowing Base Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Borrowing Base Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Borrowing Base Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Borrowing Base Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Borrowing Base Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Borrowing Base Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Borrowing Base Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Borrowing Base Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Borrowing Base Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Borrowing Base Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Borrowing Base Property. An offer to purchase the Foreclosure Borrowing Base Property or any portion thereof at a gross purchase price of ninety-five percent (95% %) of the fair market value of the such property as set forth in a current Appraisalappraisal, shall be deemed to be a reasonable offer.

Foreclosure. In (i) Lessor agrees that Xxxxxx’s consent shall not be required in connection with the event that all or any foreclosure of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure Leasehold Mortgage (whether judicial or acceptance non-judicial), delivery of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of other similar action. However, solely as a courtesy but without impacting Leasehold Mortgagee’s rights and remedies under the Obligations (each a “Foreclosure Property”)Leasehold Mortgage, title to any such Foreclosure Property or any portion thereof Lessor shall be held notified in the name event that Leasehold Mortgagee files or commences any foreclosure action. (ii) In the event Leasehold Mortgagee is seeking to foreclose on Leasehold Mortgagee’s lien on the Premises, Lessor shall not seek to terminate such Lease as a result of Administrative Agent a default so long as Leasehold Mortgagee is diligently seeking to foreclose on the Lessee’s interest in the Premises and so long as all defaults capable of cure have been cured or are being cured within the time frames set forth above. (iii) In the event Leasehold Mortgagee forecloses on the Lessee’s interest in the Premises, Lessor shall recognize such lender or other purchaser at a nominee or subsidiary foreclosure sale as “Lessee” for all purposes under such Lease and shall be deemed to have assumed the obligations of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for Lessee under such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required LendersLease. 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 terms 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. (iv) If Leasehold Mortgagee becomes the “Lessee” under any Lease, upon the assignment of such Lease by Leasehold Mortgagee, Leasehold Mortgagee shall be released from any obligations under such Lease arising from and after the date of such assignment; provided that Administrative Agent does not obtain the approval Lessee of the Required Lenders Leasehold Mortgage agrees in writing to assume all of the obligations of Lessee under such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, Lease from and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to after the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale date of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offerassignment.

Foreclosure. In the event that all or any portion of the a Qualified Properties are Property is acquired by the Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Qualified Property or any portion thereof shall be held in the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Foreclosure Qualified Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that the Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Qualified Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Qualified Property, and the collecting of rents and other sums from such Foreclosure Qualified Property and paying the expenses of such Foreclosure Qualified Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Qualified Property. In addition, the Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Qualified Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Qualified Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Qualified Property, the Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Qualified Property is obtained by the Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Qualified Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. The Administrative Agent shall undertake to sell such Foreclosure Qualified Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Qualified Property in accordance with the immediately preceding sentence shall name the Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Qualified Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Qualified Property. An offer to purchase the Foreclosure Qualified Property or any portion thereof at a gross purchase price of ninety-five percent (95% %) of the fair market value of the such property as set forth in a current Appraisalappraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “"Foreclosure Property”"), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “"Post-Foreclosure Plan”") and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any portion of the Qualified Properties are any Project is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Property the Project or any portion thereof shall will be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of itself and the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall will prepare a recommended course of action for such Foreclosure Property the Project (the “"Post-Foreclosure Plan”") and submit it to the Lenders for approval by the Required Lenders. In the absence of an approved Post Foreclosure Plan, Administrative Agent may make such decisions and incur such expenses relating to the ownership, operation, maintenance and marketing of the Project, and the Lenders must reimburse and indemnify Administrative Agent for any such decisions in accordance with Section 9.10. In the event that Administrative Agent does will not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall will be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall will submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall will manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property Project acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Propertythe Project, and the collecting of rents and other sums from such Foreclosure Property the Project and paying the expenses of such Foreclosure Propertythe Project. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) Pro Rata Share of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure PropertyProject. In addition, Administrative Agent shall will render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Propertythe Project, and each of the Lenders shall must promptly contribute its ratable share (based on their respective Commitment Amount Percentage) Pro Rata Share of any operating loss for the Foreclosure PropertyProject, and such other expenses and operating reserves as Administrative Agent shall deem deems reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Propertythe Project, Administrative Agent shallwill, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall will be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereofPro Rata Share. The Lenders acknowledge that if title to any Foreclosure Property the Project is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property the Project will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall will undertake to sell such Foreclosure Property the Project at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property the Project in accordance with the immediately preceding sentence shall will name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall will enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall will be in all material respects similar to the rights of the Lenders with respect to the Foreclosure PropertyProject. The Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure PropertyProject. An offer to purchase the Foreclosure Property Project at a gross purchase price of 95% of the fair market value of the property Project as set forth in a current Appraisalappraisal, shall will be deemed to be a reasonable offer.

Foreclosure. In the event that all or any portion of the Qualified Properties are Mortgaged Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Indebtedness, title to any such Foreclosure Mortgaged Property or any portion thereof shall be held in the name of Administrative Agent or a nominee subsidiary or subsidiary other designee of Administrative Agent, as agent, nominee for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Mortgaged Property, and the collecting of rents and other sums from such Foreclosure Mortgaged Property and paying the expenses of such Foreclosure Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Mortgaged Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Mortgaged Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Mortgaged Property is obtained by Administrative Agent or its nomineesubsidiary or designee, or an entity co-owned by the Lenders, such Foreclosure Mortgaged Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Mortgaged Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Mortgaged Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Mortgaged Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any portion of the Qualified Properties are any Mortgaged Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Mortgaged Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Mortgaged Property, and the collecting of rents and other sums from such Foreclosure Mortgaged Property and paying the expenses of such Foreclosure Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Mortgaged Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Mortgaged Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Mortgaged Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Mortgaged Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Mortgaged Property in accordance with the immediately preceding sentence shall name 99 Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Mortgaged Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Mortgaged Property. An offer to purchase the Foreclosure Mortgaged Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, appraisal shall be deemed to be a reasonable offer.

Foreclosure. In the event that all or any portion of the Qualified Properties are Mortgaged Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Indebtedness, title to any such Foreclosure Mortgaged Property or any portion thereof shall be held in the name of Administrative Agent or a nominee subsidiary or subsidiary other designee of Administrative Agent, as agent, nominee for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Mortgaged Property, and the collecting of rents and other sums from such Foreclosure Mortgaged Property and paying the expenses of such Foreclosure Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Mortgaged Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Mortgaged Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Mortgaged Property is obtained by Administrative Agent or its nomineesubsidiary or designee, or an entity co-owned by the Lenders, such Foreclosure Mortgaged Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Mortgaged Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.128

Foreclosure. In the event that all or any portion of the Qualified Properties are Mortgaged Property is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”)Obligations, title to any such Foreclosure Mortgaged Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Mortgaged Property, and the collecting of rents and other sums from such Foreclosure Mortgaged Property and paying the expenses of such Foreclosure Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Mortgaged Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount PercentageCommitments immediately prior to the termination thereof) of any operating loss for the Foreclosure Mortgaged Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Mortgaged Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Mortgaged Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Mortgaged Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Mortgaged Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Mortgaged Property. An offer to purchase the Foreclosure Mortgaged Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisalappraisal, shall be deemed to be a reasonable offer.