Common use of Local Law Provisions Clause in Contracts

Local Law Provisions. (a) Borrower and all other parties liable hereon, whether as principal, endorser or otherwise, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generally, including extensions of time, release of security or other party liable hereon, and also agree to pay or indemnify Lender for and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees incurred by Lender in connection with enforcement of any of Xxxxxx’s rights hereunder or under the Instrument including without limitation reasonable attorneys’ fees and costs incurred in connection with any bankruptcy filing by Xxxxxxxx. (b) Any forbearance by Xxxxxx or the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of Lender or the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment. (c) This Note may not be changed, modified or terminated except in writing signed by the party to be charged. (d) This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that nothing herein shall limit or impair any right Lender or the holder of this Note shall have under applicable laws of the United States of America, to the extent they supersede the laws of the Commonwealth of Pennsylvania, to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of Pennsylvania. (e) If any term of this Note, or the applications hereof to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrument. (g) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX FOR ALL OR ANY PART OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, AVOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; (2) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSION.

Local Law Provisions. In the event of any conflict between the terms and provisions of any other section of this Instrument, the terms and provisions of this section shall govern and continue. (a) With or without notice, and without releasing Borrower from any obligation hereunder, to cure any default of Xxxxxxxx and, in connection therewith, Lender or its agents, acting by themselves or through a court appointed receiver, may enter upon the Premises or any part thereof and all other parties liable hereonperform such acts and things as Lender deems necessary or desirable to inspect, whether as principalinvestigate, endorser or otherwiseassess, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generallyprotect the security hereof, including extensions without limitation of timeany of its other rights: (i) to obtain a court order to enforce Xxxxxx’s right to enter and inspect the Premises under Section 2929.5 of the California Civil Code, to which the decision of Lender as to whether there exists a release or threatened release of security Hazardous Materials in or other party liable hereon, onto the Premises shall be deemed reasonable and also agree conclusive as between the parties hereto; and (ii) to pay or indemnify Lender have a receiver appointed under Section 564 of the California Code of Civil Procedure to enforce Xxxxxx’s right to enter and inspect the Premises for Hazardous Materials. All costs and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees expenses reasonably incurred by Lender in connection with enforcement respect to the audits, tests, inspections, and examinations which Lender or its agents or employees may conduct, including the fees of any of Xxxxxx’s rights hereunder or under the Instrument including engineers, laboratories, contractor, consultants, and attorneys, shall be paid by Borrower. All reimbursement costs and expenses incurred by Trustee and Lender pursuant to this subparagraph (including, without limitation reasonable limitation, court costs, consultant fees and attorneys’ fees and costs fees, whether incurred in connection with any bankruptcy filing by Xxxxxxxxlitigation or not and whether before or after judgment) shall be added to the Secured Obligations and shall bear interest at the Default Rate from the date they are incurred until said sums have been paid if not paid within 10 days after demand. (b) Any forbearance Lender may seek a judgment that Borrower has breached its covenants, representations and/or warranties with respect to the environmental matters set forth in the Environmental Indemnity Agreement or herein, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract pursuant to Section 736 of the California Code of Civil Procedure, whether commenced prior to foreclosure of the Premises, and to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Lender (collectively, the “Environmental Costs”) incurred or advanced by Lender relating to the cleanup, remediation or other response action, required by applicable law or to which Xxxxxx believes necessary to protect the Premises, it being conclusively presumed between Lender and Borrower that all such Environmental Costs incurred or advanced by Lender relating to the cleanup, remediation, or other response action of or to the Premises were made by Lender in good faith. All Environmental Costs incurred by Xxxxxx under this subparagraph (including, without limitation, court costs, consultant fees and attorneys’ fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude Default Rate from the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment expenditure until said sums have been paid if not paid within 10 days after demand. Lender shall not be a waiver entitled to bid, at the sale of the right Premises, the amount of Lender or said costs, expenses and interest in addition to the holder amount of this Note to require prompt payment when due the other obligations hereby secured as a credit bid, the equivalent of all other sums payable hereunder or to declare a default for failure to make prompt paymentcash. (c) This Note may Xxxxxxxx acknowledges and agrees that notwithstanding any term or provision contained herein or elsewhere, the Environmental Costs shall be exceptions to any limited recourse or exculpatory provision, and Borrower shall be fully and personally liable for the Environmental Costs hereunder, and such liability shall not be changedlimited to the original principal amount of the obligations secured by this Instrument, modified and Xxxxxxxx’s Premises or terminated except in writing signed by this Instrument. For the party to be chargedpurposes of any action brought under this subparagraph, Borrower hereby waives the defense of laches and any applicable statute of limitations. (d) This Note shall be governed Borrower hereby waives all other rights it may now or hereafter have, whether or not similar to any of the foregoing, by and construed in accordance with the reason of laws of the Commonwealth State of Pennsylvania; providedCalifornia pertaining to sureties, howeverincluding without limitation all rights and defenses that are or may become available to Borrower by reason of Sections 2787 to 2855, that nothing herein shall limit or impair any right Lender or the holder of this Note shall have under applicable laws inclusive, 2899, and 3433 of the United States of America, to the extent they supersede the laws of the Commonwealth of Pennsylvania, to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of PennsylvaniaCalifornia Civil Code. (e) If any term of this Note, or the applications hereof to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrument. (g) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX FOR ALL OR ANY PART OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, AVOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; (2) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSION.

Local Law Provisions. MODIFICATIONS. This Mortgage is subject to “Modification” as that term is defined in N.J.S.A. 46:9-8.1, but this provision in no manner obligates the Mortgagee to make any modifications. The letter, certificate or other instrument in writing executed by the lessor shall include the following provisions, in substantially the following form: SECTION [ ] MORTGAGE OF LEASEHOLD [ ].1 Notwithstanding the provisions set forth in Section [ ] of the Lease regarding any assignment of the Lease or the transfer or encumbrance of any interest therein, but subject to the provisions of this Landlord’s Waiver and Consent, Landlord hereby grants its consent to Tenant’s execution of that certain Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement [to be recorded concurrently herewith in the Official Records of the County of [ ], State of [ ] (the “Leasehold Mortgage”) on the terms and conditions set forth in this Landlord’s Waiver and Consent, to secure the obligations more particularly set forth in the Leasehold Mortgage. Tenant shall not modify or amend the Mortgage unless (i) Tenant has provided Landlord with at least ten (10) Business Days prior written notice of such amendment or modification (together with any and all documents to be executed by Tenant in connection therewith), (ii) Landlord has determined that such amendment or modification will not materially and adversely affect Tenant’s ability to perform its obligations under the Lease, and (iii) Landlord has obtained the consent of any other person or entity that Landlord determines is necessary for Landlord to comply with its contractual obligations and applicable law. Notwithstanding anything to the contrary contained in the Leasehold Mortgage, Tenant and Lender hereby agree that (a) Borrower Tenant is not pledging to Lender any right, title or interest in the Real Property (as defined below), the Landlord Equipment (as defined below) or the Operating Agreement (as defined below), (b) Lender will not assert any lien against the Real Property, Landlord Equipment, Operating Agreement or any interest of Landlord in and all other parties liable hereonto the rents, whether as principal, endorser issues and profits from the Premises pursuant to the Leasehold Mortgage or otherwise, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generally, including extensions of time, release of security or other party liable hereon, and also agree to pay or indemnify Lender for and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees incurred by Lender in connection with enforcement of (c) any of Xxxxxx’s rights hereunder or under the Instrument including without limitation reasonable attorneys’ fees and costs incurred in connection with any bankruptcy filing by Xxxxxxxx. (b) Any forbearance by Xxxxxx or the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of Lender or to receive rents, issues and profits from the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment. (c) This Note may not be changed, modified or terminated except in writing signed by the party to be charged. (d) This Note Premises is and shall be governed by remain unconditionally and construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that nothing herein shall limit or impair any right Lender or the holder of this Note shall have under applicable laws of the United States of America, irrevocably subordinate to the extent they supersede the laws of the Commonwealth of Pennsylvania, right to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of Pennsylvania. (e) If any term of this Note, or the applications hereof Landlord to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as receive all amounts to which it is invalidentitled under the Lease, illegal, or unenforceable, (d) Tenant shall not be affected therebyrequired to give notice to, or obtain the consent or approval of Lender, in order to perform Tenant’s obligations under the Lease, (e) Lender shall not take any action that would interfere with the operation of the “meet-me-room” at the Premises, and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under any assertion by Lender of any right in contravention of this Note Section [ ] of this Landlord’s Waiver and Consent shall be given as provided in the Instrumentvoid ab initio. (g) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX FOR ALL OR ANY PART OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, AVOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; (2) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSION.

Local Law Provisions. In the event of any conflict between the terms and provisions of any other section of this Instrument, the terms and provisions of this section shall govern and continue. (a) With or without notice, and without releasing Borrower from any obligation hereunder, to cure any default of Xxxxxxxx and, in connection therewith, Lender or its agents, acting by themselves or through a court appointed receiver, may enter upon the Premises or any part thereof and all other parties liable hereonperform such acts and things as Lender deems necessary or desirable to inspect, whether as principalinvestigate, endorser or otherwiseassess, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generallyprotect the security hereof, including extensions without limitation of timeany of its other rights: (i) to obtain a court order to enforce Xxxxxx's right to enter and inspect the Premises under Section 2929.5 of the California Civil Code, to which the decision of Lender as to whether there exists a release or threatened release of security Hazardous Materials in or other party liable hereon, onto the Premises shall be deemed reasonable and also agree conclusive as between the parties hereto; and (ii) to pay or indemnify Lender have a receiver appointed under Section 564 of the California Code of Civil Procedure to enforce Xxxxxx's right to enter and inspect the Premises for Hazardous Materials. All costs and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees expenses reasonably incurred by Lender in connection with enforcement respect to the audits, tests, inspections, and examinations which Lender or its agents or employees may conduct, including the fees of any of Xxxxxx’s rights hereunder or under the Instrument including engineers, laboratories, contractor, consultants, and attorneys, shall be paid by Borrower. All reimbursement costs and expenses incurred by Trustee and Lender pursuant to this subparagraph (including, without limitation reasonable attorneys’ limitation, court costs, consultant fees and costs attorneys' fees, whether incurred in connection with any bankruptcy filing by Xxxxxxxxlitigation or not and whether before or after judgment) shall be added to the Secured Obligations and shall bear interest at the Default Rate from the date they are incurred until said sums have been paid if not paid within 10 days after demand. (b) Any forbearance Lender may seek a judgment that Borrower has breached its covenants, representations and/or warranties with respect to the environmental matters set forth in the Environmental Indemnity Agreement or herein, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract pursuant to Section 736 of the California Code of Civil Procedure, whether commenced prior to foreclosure of the Premises, and to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Lender (collectively, the “Environmental Costs”) incurred or advanced by Lender relating to the cleanup, remediation or other response action, required by applicable law or to which Xxxxxx believes necessary to protect the Premises, it being conclusively presumed between Lender and Borrower that all such Environmental Costs incurred or advanced by Lender relating to the cleanup, remediation, or other response action of or to the Premises were made by Lender in good faith. All Environmental Costs incurred by Xxxxxx under this subparagraph (including, without limitation, court costs, consultant fees and attorneys' fees, whether incurred in litigation or not and whether before or after judgment) shall bear interest at the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude Default Rate from the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment expenditure until said sums have been paid if not paid within 10 days after demand. Lender shall not be a waiver entitled to bid, at the sale of the right Premises, the amount of Lender or said costs, expenses and interest in addition to the holder amount of this Note to require prompt payment when due the other obligations hereby secured as a credit bid, the equivalent of all other sums payable hereunder or to declare a default for failure to make prompt paymentcash. (c) This Note may Xxxxxxxx acknowledges and agrees that notwithstanding any term or provision contained herein or elsewhere, the Environmental Costs shall be exceptions to any limited recourse or exculpatory provision, and Borrower shall be fully and personally liable for the Environmental Costs hereunder, and such liability shall not be changedlimited to the original principal amount of the obligations secured by this Instrument, modified and Xxxxxxxx's Premises or terminated except in writing signed by this Instrument. For the party to be chargedpurposes of any action brought under this subparagraph, Borrower hereby waives the defense of laches and any applicable statute of limitations. (d) This Note shall be governed Borrower hereby waives all other rights it may now or hereafter have, whether or not similar to any of the foregoing, by and construed in accordance with the reason of laws of the Commonwealth State of Pennsylvania; providedCalifornia pertaining to sureties, howeverincluding without limitation all rights and defenses that are or may become available to Borrower by reason of Sections 2787 to 2855, that nothing herein shall limit or impair any right Lender or the holder of this Note shall have under applicable laws inclusive, 2899, and 3433 of the United States of America, to the extent they supersede the laws of the Commonwealth of Pennsylvania, to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of PennsylvaniaCalifornia Civil Code. (e) If any term of this Note, or the applications hereof to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrument. (g) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX FOR ALL OR ANY PART OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, AVOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; (2) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSION.

Local Law Provisions. Notwithstanding any term or provision otherwise set forth in this Deed of Trust, the following terms and provisions shall govern and control: (a) Borrower Trustee Provisions (i) Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in, or defend any action, suit, or other proceeding in connection therewith where, in his opinion, such action would be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to Trustee against any and all cost, expense, and liability arising therefrom. Trustee shall not be responsible for the execution, acknowledgement or validity of the Loan Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and Trustee makes no representation in respect thereof or in respect of the rights, remedies, and recourses of Beneficiary. (ii) With the approval of Beneficiary, the Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Loan Documents, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys, (iii) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of the Trustee, and the Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by the Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for the Trustee’s gross negligence or bad faith, and (iv) any and all other parties lawful action as Beneficiary may instruct the Trustee to take to protect or enforce Beneficiary’s rights hereunder. The Trustee shall not be personally liable hereonin case of entry by the Trustee, whether or anyone entering by virtue of the powers herein granted to the Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. The Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by the Trustee hereunder, believed by the Trustee in good faith to be genuine. The Trustee shall be entitled to reimbursement for actual expenses incurred by the Trustee in the performance of the Trustee’s duties hereunder and to reasonable compensation for such of the Trustee’s services hereunder as principalshall be rendered. Grantor will, endorser or otherwise, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse from time to suretyship defenses generally, including extensions of time, release of security or other party liable hereonpay the compensation due to Trustee hereunder and reimburse Trustee for, and also agree to pay or indemnify Lender for save Trustee harmless against, any and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees liability and expenses which may be incurred by Lender Trustee in connection with enforcement the performance of any of Xxxxxx’s rights hereunder or under the Instrument including without limitation reasonable attorneys’ fees and costs incurred in connection with any bankruptcy filing by XxxxxxxxTrustee's duties. (biii) Any forbearance All moneys received by Xxxxxx the Trustee shall, until used or applied as herein provided, be held in trust for the holder of this Note purposes for which they were received, but need not be segregated in exercising any right or remedy hereunder or manner from any other Document, or otherwise afforded moneys (except to the extent required by applicable law, ) and the Trustee shall not be a waiver or preclude under no liability for interest on any moneys received by the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of Lender or the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt paymentTrustee hereunder. (civ) This Note Trustee may not be changed, modified or terminated except resign by the giving of notice of such resignation in writing signed or verbally to Beneficiary. If Trustee shall die, resign, or become disqualified from acting in the execution of this trust, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee or multiple substitute trustees, or successive substitute trustees or successive multiple substitute trustees, to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and if multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to all the estates, rights, powers, and duties of the aforenamed Trustee. Such appointment may be executed by the party any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be charged. (d) This Note shall be governed by executed with authority and construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that nothing herein shall limit or impair any right Lender or the holder of this Note shall have under applicable laws of the United States of America, to the extent they supersede the laws of the Commonwealth of Pennsylvania, to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of Pennsylvania. (e) If any term of this Note, or the applications hereof to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to sufficient without proof of any action by the fullest extent consistent with applicable law board of directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this Note trust, shall do lawfully by virtue hereof. If multiple substitute Trustees are appointed, each of such multiple substitute Trustees shall be interpreted empowered and construed as though authorized to act alone without the necessity of the joinder of the other multiple substitute trustees, whenever any action or undertaking of such invalid, illegal, substitute trustees is requested or unenforceable term required under or provision (pursuant to this Deed of Trust or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrumentapplicable law. (gv) It is expressly agreed that time is Should any deed, conveyance, or instrument of any nature be required from Grantor by any Trustee or substitute Trustee to more fully and certainly vest in and confirm to the essence with respect Trustee or substitute Trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to this Notebe recorded and/or filed by Grantor. (hvi) BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIAAny substitute Trustee appointed pursuant to any of the provisions hereof shall, OR ELSEWHEREwithout any further act, TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTEdeed, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX FOR ALL OR ANY PART OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWERor conveyance, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALIDbecome vested with all the estates, AVOIDABLEproperties, OR VOIDrights, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECTpowers, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTERESTand trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983upon the written request of Beneficiary or of the substitute Trustee, AS HERETOBEFORE OR HEREAFTER AMENDEDthe Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute Trustee, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULTupon the trusts herein expressed, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT all the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute Trustee so appointed in the Trustee’s place. (1vii) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; By accepting or approving anything required to be observed, performed, or fulfilled or to be given to Trustee (2on its own behalf or on behalf of Beneficiary) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSIONpursuant to the Loan Documents, including, without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness, or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or affirmation with respect thereto by Trustee, either on its own behalf or on behalf of Beneficiary.

Local Law Provisions. (a) Borrower and The Mortgagor shall be deemed to have conveyed all other parties liable hereonMortgaged Property ab initio to Mortgagee as security for the Secured Obligations, whether as principal, endorser or otherwise, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generally, including extensions of time, release of security or other party liable hereonPROVIDED ALWAYS, and also agree this instrument is on the express condition that, if Mortgagor pays and performs, or causes to pay or indemnify Lender be paid and performed, all of the Secured Obligations (other than indemnification obligations for which no claim is made) in accordance with their respective terms, then this Mortgage and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees incurred by Lender the estate hereby granted in connection with enforcement of any of Xxxxxx’s rights hereunder or under the Instrument including without limitation reasonable attorneys’ fees Mortgaged Property shall cease and costs incurred in connection with any bankruptcy filing by Xxxxxxxxbecome void as to such Mortgaged Property. (b) Any forbearance by Xxxxxx or the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver Each of the right of Lender or the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment. (c) This Note may not be changed, modified or terminated except in writing signed by the party to be charged. (d) This Note remedies set forth shall be governed exercisable if, and to the extent, permitted by and construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that nothing herein shall limit or impair any right Lender or Pennsylvania in force at the holder time of the exercise of such remedies without regard to the enforceability of such remedies at the time of the execution and delivery of this Note shall have under applicable laws of the United States of America, to the extent they supersede the laws of the Commonwealth of Pennsylvania, to charge interest on the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws of the Commonwealth of PennsylvaniaMortgage. (ec) If Upon the occurrence and during the continuation of an Event of Default, Mortgagee may institute any term one or more actions of mortgage foreclosure against all or any part of the Mortgaged Property, or take such other action at law or in equity for the enforcement of this NoteMortgage and realization on the security herein or elsewhere provided for, or as law may allow, and may proceed therein to final judgment and execution for the applications hereof entire amount of the outstanding indebtedness. Mortgagee shall have the option to proceed with foreclosure of the lien and security interests evidenced by this Mortgage in satisfaction of the Secured Obligations through the courts, all without declaring the Secured Obligations due, and provided that if a sale of any person or set particular Property comprising the Mortgaged Property is because of circumstancesdefault in the payment of part of the Secured Obligations beyond applicable cure periods, shall such sale may be made subject to any extent be invalidthe unmatured part of the Indebtedness, illegaland such sale, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceableif so made, shall not be affected therebyin any manner affect the unmatured part of the Indebtedness, but as to such unmatured part of the Secured Obligations, this Mortgage shall remain in full force and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed effect just as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrumentno sale had been made. (gd) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER FOR THE PURPOSE OF PROCURING POSSESSION OF THE MORTGAGED PROPERTY ONLY, UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, MORTGAGOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, DESIGNATED BY MORTGAGEE, AS ATTORNEY FOR MORTGAGOR AND ALL PERSONS CLAIMING UNDER OR ELSEWHERETHROUGH MORTGAGOR, TO SIGN AN AGREEMENT FOR ENTERING IN ANY COURT OF COMPETENT JURISDICTION A PRAECIPE FOR WRIT OF SUMMONS OR A COMPLAINT PROVIDING FOR CONFESSION OF JUDGMENT IN EJECTMENT FOR POSSESSION OF THE MORTGAGED PROPERTY AND TO APPEAR FOR BORROWER IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX MORTGAGOR, AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, FOR ALL OR ANY PART THE RECOVERY BY MORTGAGEE OF POSSESSION OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS MORTGAGED PROPERTY, WITHOUT ANY STAY OF SUIT AND AN ATTORNEY’S FEES EXECUTION, FOR COLLECTION AS AFORESAID AND FOR SO DOING WHICH THIS NOTE MORTGAGE, OR A COPY HEREOF VERIFIED BY AFFIDAVIT AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER, MORTGAGOR HEREBY RELEASING AND AGREEING TO RELEASE MORTGAGEE AND SAID ATTORNEYS FROM ALL ERRORS AND DEFECTS WHATSOEVER OF ANY NATURE IN ENTERING ANY SUCH JUDGMENT OR IN CAUSING ANY SUCH WRIT OR PROCESS TO BE ISSUED. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE EXERCISE OF THIS CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SAME SHALL BE HELD BY DISCONTINUED OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE RESTORED TO THE MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT OR ANY COURT SUBSEQUENT EVENT OF DEFAULT TO BE INVALID, AVOIDABLEBRING ONE OR MORE FURTHER ACTIONS AS ABOVE PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY BRING SUCH ACTION IN EJECTMENT BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS UPON THIS MORTGAGE, OR VOID, BUT AFTER JUDGMENT THEREON OR AFTER SALE OF THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED MORTGAGED PROPERTY BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; (2) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; (3) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; (4) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSIONSHERIFF.

Local Law Provisions. (a) Borrower and The Mortgagor shall be deemed to have conveyed all other parties liable hereonMortgaged Property ab initio to Mortgagee as security for the Secured Obligations, whether as principal, endorser or otherwise, hereby severally waive presentment, demand for payment, protest and notice of dishonor and waive recourse to suretyship defenses generally, including extensions of time, release of security or other party liable hereonPROVIDED ALWAYS, and also agree this instrument is on the express condition that, if Mortgagor pays and performs, or causes to pay or indemnify Lender be paid and performed, all of the Secured Obligations (other than indemnification obligations for which no claim is made) in accordance with their respective terms, then this Mortgage and hold Lender harmless from all costs of collection, including reasonable attorneys’ fees incurred by Lender the estate hereby granted in connection with enforcement of any of Xxxxxx’s rights hereunder or under the Instrument including without limitation reasonable attorneys’ fees Mortgaged Property shall cease and costs incurred in connection with any bankruptcy filing by Xxxxxxxxbecome void as to such Mortgaged Property. (b) Any forbearance by Xxxxxx or the holder of this Note in exercising any right or remedy hereunder or any other Document, or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by Lender or the holder of this Note. The acceptance by Lender or the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver Each of the right of Lender or the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment. (c) This Note may not be changed, modified or terminated except in writing signed by the party to be charged. (d) This Note remedies set forth shall be governed exercisable if, and to the extent, permitted by and construed in accordance with the laws of the Commonwealth of Pennsylvania; provided, however, that nothing herein shall limit or impair any right Lender or Pennsylvania in force at the holder time of the exercise of such remedies without regard to the enforceability of such remedies at the time of the execution and delivery of this Note Mortgage. (c) Upon the occurrence and during the continuation of an Event of Default, Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Mortgaged Property, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the security herein or elsewhere provided for, as law may allow, and may proceed therein to final judgment and execution for the entire amount of the outstanding indebtedness. Mortgagee shall have under applicable laws the option to proceed with foreclosure of the United States lien and security interests evidenced by this Mortgage in satisfaction of Americathe Secured Obligations through炎 the courts, all without declaring the Secured Obligations due, and provided that if a sale of any particular Property comprising the Mortgaged Property is because of default in the payment of part of the Secured Obligations beyond applicable cure periods, such sale may be made subject to the extent they supersede the laws unmatured part of the Commonwealth of PennsylvaniaIndebtedness, to charge interest on and such sale, if so made, shall not in any manner affect the sums evidenced hereby at a rate which exceeds the maximum rate of interest permitted under the laws unmatured part of the Commonwealth Indebtedness, but as to such unmatured part of Pennsylvaniathe Secured Obligations, this Mortgage shall remain in full force and effect just as though no sale had been made. (d) FOR THE PURPOSE OF PROCURING POSSESSION OF THE MORTGAGED PROPERTY ONLY, UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, MORTGAGOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, DESIGNATED BY MORTGAGEE, AS ATTORNEY FOR MORTGAGOR AND ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO SIGN AN AGREEMENT FOR ENTERING IN ANY COURT OF COMPETENT JURISDICTION A PRAECIPE FOR WRIT OF SUMMONS OR A COMPLAINT PROVIDING FOR CONFESSION OF JUDGMENT IN EJECTMENT FOR POSSESSION OF THE MORTGAGED PROPERTY AND TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR, AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, FOR THE RECOVERY BY MORTGAGEE OF POSSESSION OF THE MORTGAGED PROPERTY, WITHOUT ANY STAY OF EXECUTION, FOR WHICH THIS MORTGAGE, OR A COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER, MORTGAGOR HEREBY RELEASING AND AGREEING TO RELEASE MORTGAGEE AND SAID ATTORNEYS FROM ALL ERRORS AND DEFECTS WHATSOEVER OF ANY NATURE IN ENTERING ANY SUCH JUDGMENT OR IN CAUSING ANY SUCH WRIT OR PROCESS TO BE ISSUED. IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME SHALL BE DISCONTINUED OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE RESTORED TO THE MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT OR ANY SUBSEQUENT EVENT OF DEFAULT TO BRING ONE OR MORE FURTHER ACTIONS AS ABOVE PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY BRING SUCH ACTION IN EJECTMENT BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS UPON THIS MORTGAGE, OR AFTER JUDGMENT THEREON OR AFTER SALE OF THE MORTGAGED PROPERTY BY THE SHERIFF. (e) If any term of this Note, or the applications hereof to any person or set of circumstances, shall to any extent be invalid, illegal, or unenforceable, the remainder of this Note, or the application of such provision or part thereof to persons or circumstances other than those as to which it is invalid, illegal, or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent consistent with applicable law and this Note shall be interpreted and construed as though such invalid, illegal, or unenforceable term or provision (or any portion thereof) were not contained in this Note. Prudential Loan No. 6 105 945 Willow Grove Mall/Prudential Promissory Note BORROWER’S INITIALS:___________ (f) All notices under this Note shall be given as provided in the Instrument. (g) It is expressly agreed that time is of the essence with respect to this Note. (h) BORROWER MORTGAGOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, AT ANY TIME FOLLOWING AN EVENT OF DEFAULT HEREUNDER TO APPEAR FOR BORROWER MORTGAGOR IN ANY SUCH COURT IN ANY AND ALL APPROPRIATE ACTIONS THERE BROUGHT OR TO BE BROUGHT AGAINST BORROWER AT THE SUIT OF LENDER ON THIS NOTE, AND XXXXXXX CONFESS JUDGMENT AGAINST XXXXXXXX MORTGAGOR FOR ALL THE AMOUNT FOR WHICH MORTGAGOR MAY BE OR ANY PART BECOME LIABLE TO MORTGAGEE, NOT TO EXCEED $ , (f) MORTGAGOR ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW AND EXECUTION OF THIS MORTGAGE AND FURTHER ACKNOWLEDGES THAT THE MEANING AND EFFECT OF THE SUMS DUE BY BORROWER HEREIN TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY’S FEES FOR COLLECTION AS AFORESAID AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE EXERCISE OF THIS FOREGOING CONFESSION OF JUDGMENT SHALL NOT BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, AVOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AND AS LENDER SHALL ELECT, UNTIL SUCH TIME AS LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER AND UNDER THE INSTRUMENT TOGETHER WITH INTEREST, COSTS AND FEES. THERE SHALL BE EXCLUDED FROM THE LIEN OF ANY JUDGMENT OBTAINED SOLELY PURSUANT TO A CONFESSION OF JUDGMENT AUTHORIZED BY THIS PARAGRAPH ALL IMPROVED REAL ESTATE THAT IS NOT ENCUMBERED BY THE INSTRUMENT AND THAT IS LOCATED IN ANY AREA IDENTIFIED AS HAVING A SPECIAL FLOOD HAZARD UNDER REGULATIONS PROMULGATED UNDER THE FLOOD DISASTER PROTECTION ACT OF 1983, AS HERETOBEFORE OR HEREAFTER AMENDED, IF THE COMMUNITY IN WHICH SUCH AREA IS LOCATED IS PARTICIPATING IN THE NATIONAL FLOOD INSURANCE PROGRAM. ANY SUCH EXCLUSION SHALL NOT AFFECT ANY LIEN UPON PROPERTY NOT SO EXCLUDED. THIS WARRANT OF ATTORNEY SHALL BE EFFECTIVE ONLY AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, AS DEFINED IN THE INSTRUMENT. XXXXXXXX CONFIRMS TO LENDER THAT (1) THIS NOTE AND THE FOREGOING WARRANT OF ATTORNEY HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT; FULLY EXPLAINED TO MORTGAGOR BY SUCH COUNSEL. (2g) BORROWER IS A BUSINESS ENTITY AND ITS PRINCIPALS ARE KNOWLEDGEABLE IN COMMERCIAL MATTERS; Mortgagor hereby authorizes Mortgagee, after ten (310) BORROWER HAS CONSULTED WITH ITS OWN SEPARATE COUNSEL REGARDING THIS NOTE; days' notice to the Mortgagor and Mortgagor's failure to execute such financing statements, to exercise, deliver, file or refile as Secured Party, without joinder of Mortgagor, as Debtor, any financing statement, continuation statement, or other instruments Mortgagee may reasonable require from time to time to perfect or renew any such security interest under the UCC. (4h) BORROWER HAS AGREED TO THE AFORESAID WARRANT OF ATTORNEY TO CONFESS JUDGMENT; AND (5If Mortgagee exercises its right of entry under Section 4.2(c) BORROWER UNDERSTANDS IT IS WAIVING CERTAIN RIGHTS WHICH IT WOULD OTHERWISE POSSESS. JUDGMENT MAY BE ENTERED WITHOUT A HEARING OR NOTICE AND BORROWER KNOWINGLY HAS WAIVED NOTICE AND A HEARING PRIOR TO THE ENTRY OF A JUDGMENT BY CONFESSIONhereof and Mortgagor fails to surrender possession of the Mortgaged Property, Mortgagee shall be entitled to institute and maintain an action of ejectment with respect to the Mortgaged Property in the county or counties in which such property, or any part thereof, is situated.