Common use of Senior Loan Defaults Clause in Contracts

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default under the Senior Loan, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting Senior Lender shall send to Subordinate Lender simultaneously with the generality delivery of any of the following notices to Borrower, in accordance with the notice provisions set forth in Section 8 hereof, a copy of each written notice or writing or other provisions written communication given by or on behalf of this Agreementsuch Senior Lender with respect to: (i) any default or event of default under or pursuant to the Senior Loan Documents; (ii) any documents regarding any agreement or proposed agreement with respect to any foreclosure or any other remedial action or work-outs, standstills, etc. with respect to the Senior Loan Collateral, including, but not limited to, any deed in lieu of foreclosure, or regarding any other remedial action to be taken by Senior Lender or any so-called “workout,” “standstill” or other arrangement made in lieu of the exercise of remedies; and without waiving (iii) the exercise by Senior Lender of any other rights or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default remedies under the Senior LoanLoan Documents (collectively herein referred to as a “Senior Lender Notice”). (b) Notwithstanding anything to the contrary contained in the Senior Loan Documents, Borrower hereby expressly agrees that (i) Subordinate Lender shall have the immediate right, without prior notice to Borrower, but shall be under no not the obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all cure any default under the terms of the terms, covenants and conditions any of the Senior Loan Documents which can be cured with the payment of a sum of money (a “Monetary Default”) (which cure must include all default interest, late charges, protective advances and reimbursable sums (including reasonable attorneys’ fees and disbursements) then due and owing to Senior Lender (collectively, the “Cure Amount”)), on or before the part tenth (10th) day after Senior Lender has given the first Senior Lender Notice of Owner such Monetary Default; provided, however, that the cure rights of Subordinate Lender shall not apply to any Monetary Default (or series of Monetary Defaults) that have been (or continue to be) cured by Subordinate Lender more than three (3) consecutive times in any twelve (12) month period and, in the event that Subordinate Lender and/or Borrower successfully cures such default within such ten (10) days, Senior Lender shall not commence any acceleration, foreclosure action or other proceeding against the Senior Loan Collateral, and any amounts expended or paid by Subordinate Lender to cure such Monetary Default shall be performed or observed thereunder to be promptly performed or observeddeemed permitted advances under the Subordinate Loan Documents and under this Agreement without the further consent of Senior Lender; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or event a Monetary Default becomes an Event of Default, and in lieu of the Collateral. All sums so paid and the costs and expenses incurred by Lender cure right set forth in exercising rights under this Section 9.2 (including attorneys’ fees) clause (i) of this subparagraph (b), Subordinate Lender shall constitute additional advances have the right, but not the obligation, on or before the forty-fifth (45th) day after Senior Lender has given a notice of the occurrence of such Event of Default, to obtain an assignment from the Senior Lender of the Senior Loan Documents upon payment in full of the Cure Amount plus the Exit Fee (as defined in the Side Letter re: Fees) (which Exit Fee shall be, for purposes of this Agreement, deemed payable at the time of such assignment) (collectively, the “Owed Amount”) (but without any prepayment premium or penalty) together with any reasonable attorneys’ fees and disbursements incurred by the Senior Lender in connection with such assignment. (c) Notwithstanding anything to Borrowerthe contrary set forth in the Senior Loan Documents, if the default so specified in a Senior Lender Notice is the failure of Borrower to observe or perform any covenant, promise or agreement in any Senior Loan Document, which default cannot be cured by the payment of money, Subordinate Lender shall have the right, but not the obligation, (i) to cure such default by observing or performing such covenant, promise or agreement on or before the twentieth (20th) day after Senior Lender has given the First Senior Loan Notice of such default, or (ii) shall increase in the then unpaid Principalevent such default becomes an Event of Default, (iii) shall bear interest at the Default Rate for the period to obtain an assignment from the date Senior Lender of the Senior Loan Documents upon payment in full of the Owed Amount (but without any prepayment premium or penalty) together with any reasonable attorneys’ fees and disbursements incurred by the Senior Lender in connection with such assignment, on or before the forty-fifth (45th) day after the expiration of the Cure Period (as hereinafter defined). If the default is not susceptible of cure within such twenty (20) day period, Subordinate Lender shall have such additional time as is necessary, but in no event more than ninety (90) days (such time period, the “Cure Period”), in order to effect such cure on the condition that Subordinate Lender promptly commences and diligently pursues such costs cure to completion. If the curing of such default is successfully completed within the Cure Period, Senior Lender shall not commence any acceleration, any foreclosure action or expenses were incurred to proceeding against the Senior Loan Collateral; provided, however, that from and after the scheduled maturity date of payment the Senior Loan (without giving effect to Lender, (ivany extension period if such extension right was not exercised) shall constitute a portion Senior Lender may initiate foreclosure or exercise any of the Debt, and (v) shall be secured by the Pledgeits other remedies. (bd) Borrower hereby indemnifies If the default specified in a Senior Lender from and against all liabilitiesNotice is not cured in accordance with the provisions of either subparagraph 4(b) or (c) hereinabove, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ Senior Lender shall be entitled to exercise its acceleration and other professional feesrights and remedies under the Senior Loan Documents. (e) Following the occurrence and during the continuation of a Noticed Default relating to a Monetary Default or any other Event of Default, Subordinate Lender shall not accept any payment (whether from Borrower or not suit is broughtany other person or entity) with respect to the Subordinate Loan before the Senior Loan has been irrevocably paid in full in cash. In the event that Subordinate Lender receives, and settlement costs) and disbursements of directly or indirectly, any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result payment with respect to the Subordinate Loan in violation of the foregoing actions. sentence, Subordinate Lender shall have no obligation will receive and hold the same in trust, as trustee, for the benefit of Senior Lender and will promptly deliver the same to Borrower, Sole Member, Owner Senior Lender in precisely the form received (except for the endorsement or any other party to make any such payment assignment without recourse and without representation or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of warranty by Subordinate Lender to cure any default Senior Lender or asserted default under the Senior Loan, or its order where necessary) for application to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (cf) Any default Without limiting Senior Lender’s rights, benefits, remedies and privileges under this Agreement or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender may, at any time, in its sole discretion, take all or any of the following actions without releasing Subordinate Lender from its obligations hereunder or incurring any liability to Subordinate Lender: (i) renew, extend, accelerate (on the terms set forth in the Senior Loan Documents) or postpone the time of payment of all or any portion of the Senior Debt or grant any indulgence with respect to the Senior Loan; (ii) compromise or settle the Senior Loan; and (iii) waive, substitute, surrender, exchange or release any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced of the security provided by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to OwnerDocuments; provided, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lenderhowever, in good faith, in reliance thereon. As a material inducement to Lender’s making that the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect maximum aggregate amount of the Senior Loan, Lender Loan shall not be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documentsincreased.

Senior Loan Defaults. (a) Without limiting Senior Lender shall send to Subordinate Lender simultaneously with the generality delivery of any of the following notices to Borrower, in accordance with the notice provisions set forth in Section 8 hereof, a copy of each written notice or writing or other provisions written communication given by or on behalf of this Agreementsuch Senior Lender with respect to: (i) any default or event of default under or pursuant to the Senior Loan Documents; (ii) any documents regarding any agreement or proposed agreement with respect to any foreclosure with respect to the Senior Loan Collateral, including, but not limited to, any deed in lieu of foreclosure; and without waiving (iii) the exercise by Senior Lender of any other rights or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default remedies under the Senior LoanLoan Documents (collectively herein referred to as a “Senior Lender Notice”). (b) Notwithstanding anything to the contrary contained in the Senior Loan Documents, Borrower hereby expressly agrees that (i) Subordinate Lender shall have the immediate right, without prior notice to Borrower, but shall be under no not the obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all cure any default under the terms of the terms, covenants and conditions any of the Senior Loan Documents which can be cured with the payment of a sum of money, on or before the part tenth (10th) day after Senior Lender has given a Senior Lender Notice of Owner such default (and, in the event that Subordinate Lender and/or Borrower successfully cures such default, Senior Lender shall not commence any acceleration, foreclosure action or other proceeding against the Senior Loan Collateral, and any amounts expended or paid by Subordinate Lender to cure such default shall be performed or observed thereunder to be promptly performed or observeddeemed permitted advances under the Subordinate Loan Documents and under this Agreement without the further consent of Senior Lender); and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or event of a default by Borrower, and in lieu of the Collateral. All sums so paid and the costs and expenses incurred by Lender cure right set forth in exercising rights under this Section 9.2 (including attorneys’ fees) clause (i) of this subparagraph (b), Subordinate Lender shall constitute additional advances have the right, but not the obligation, on or before the forty-fifth (45th) day after Senior Lender has given a Senior Lender Notice of such default, to obtain an assignment from the Senior Lender of the Senior Loan Documents upon payment in full of the unpaid principal balance (including any protective advances made by Senior Lender) and any accrued and unpaid interest thereon (without any prepayment premium or penalty, including any default interest rate) under the Senior Loan Documents together with any reasonable counsel fees incurred by the Senior Lender in connection with such assignment. (c) Notwithstanding anything to Borrowerthe contrary set forth in the Senior Loan Documents, if the default so specified in a Senior Lender Notice is the failure of Borrower to observe or perform any covenant, promise or agreement in any Senior Loan Document, other than the payment of indebtedness or money, Subordinate Lender shall have the right, but not the obligation, (i) to cure such default by observing or performing such covenant, promise or agreement, or (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period to obtain an assignment from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion Senior Lender of the Debt, Senior Loan Documents upon payment in full of the unpaid principal balance (including any protective advances made by Senior Lender) and any accrued and unpaid interest thereon (vwithout any prepayment premium or penalty including default interest rate) shall be secured under the Senior Loan Documents together with any reasonable counsel fees incurred by the PledgeSenior Lender in connection with such assignment, in either such case, on or before the forty-fifth (45th) day after Senior Lender has given a Senior Lender Notice of such default. If the default is not susceptible of cure within such forty-five (45) day period, Subordinate Lender shall have such additional time as is necessary in order to effect such cure on the condition that Subordinate Lender promptly commences and diligently pursues such cure to completion. If the curing of such default is successfully completed within said time period, Senior Lender shall not commence any acceleration, any foreclosure action or proceeding against the Senior Loan Collateral. (bd) Borrower hereby indemnifies If the default specified in a Senior Lender from and against all liabilitiesNotice is not cured in accordance with the provisions of either subparagraph 4(b) or (c) hereinabove, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ Senior Lender shall be entitled to exercise its acceleration and other professional feesrights and remedies under the Senior Loan Documents. (e) Following the occurrence and during the continuation of an Event of Default (as defined in the Senior Mortgage), whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Subordinate Lender shall have no obligation to Borrower, Sole Member, Owner not accept any payment (whether from Borrower or any other party person or entity) with respect to make any such payment the Subordinate Loan before the Senior Loan has been irrevocably paid in full in cash. In the event that following the occurrence and during the continuation of an Event of Default, Subordinate Lender receives, directly or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delayindirectly, any effort payment with respect to the Subordinate Loan before the Senior Loan has been paid in full, Subordinate Lender will receive and hold the same in trust, as trustee, for the benefit of Senior Lender and will promptly deliver the same to Senior Lender in precisely the form received (except for the endorsement or action on the part of assignment without recourse and without representation or warranty by Subordinate Lender to cure any default Senior Lender or asserted default under the Senior Loan, or its order where necessary) for application to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (cf) Any default Without limiting Senior Lender’s rights, benefits, remedies and privileges under this Agreement or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender may, at any time, in its sole discretion, take all or any of the following actions without releasing Subordinate Lender from its obligations hereunder or incurring any liability to Subordinate Lender: (i) renew, extend, accelerate (on the terms set forth in the Senior Loan Documents) or postpone the time of payment of all or any portion of the Senior Debt or grant any indulgence with respect to the Senior Loan; (ii) compromise or settle the Senior Loan; and (iii) waive, substitute, surrender, exchange or release any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced of the security provided by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to OwnerDocuments; provided, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lenderhowever, in good faith, in reliance thereon. As a material inducement to Lender’s making that the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect principal amount of the Senior Loan, Lender Note shall not be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documentsincreased.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default beyond all applicable notice and cure periods under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the actual out-of-pocket costs and expenses incurred by Lender in exercising rights under this Section 9.2 (including reasonable attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions, except to the extent arising out of Lender’s gross negligence, willful misconduct, bad faith or illegal acts. Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any defaultEvent of Default, or the assertion by Senior Lender that a default an Event of Default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence negligence, bad faith, illegal acts or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default (as such term is defined in the Senior Loan Agreement) under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 11.2 (including reasonable attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions, other than those caused directly by the gross negligence or willful malfeasance of Lender. Lender shall have no obligation to Borrower, Sole Member, Senior Mezzanine Loan Borrower Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default Default or asserted default Event of Default (as such terms are defined in the Senior Loan Agreement) under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default such Default or asserted default Event of Default (as such terms are defined in the Senior Loan Agreement) under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any defaultEvent of Default (as such terms are defined in the Senior Loan Agreement), or the assertion by Senior Lender that a default an Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.211.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower Borrowers from any of its their obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents, Borrower Borrowers hereby expressly agrees agree that Mezzanine Lender shall have the immediate right, without prior notice to BorrowerBorrowers, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of any Borrower and/or any Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of any Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Mezzanine Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Mezzanine Lender in the Mezzanine Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Mezzanine Lender in exercising rights under this Section 9.2 SECTION 8.2 (including attorneys’ ' fees) (i) shall constitute additional advances of the Mezzanine Loan to BorrowerBorrowers, (ii) shall increase the then unpaid Principalprincipal balance of the Mezzanine Loan, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Mezzanine Lender, (iv) shall constitute a portion of the DebtObligations, and (v) shall be secured by the PledgePledges. (b) Borrower Borrowers hereby indemnifies indemnify Mezzanine Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ ' and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature 404 whatsoever which may be imposed on, incurred by or asserted against Mezzanine Lender as a result of the foregoing actions. Mezzanine Lender shall have no obligation to BorrowerBorrowers, Sole Memberany Borrower Representative, any Owner or any other party to make any such payment or performance. Borrower Borrowers shall not impede, interfere with, hinder or delay, and shall not permit Owner Owners to impede, interfere with, hinder or delay, any effort or action on the part of Mezzanine Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Mezzanine Lender’s 's interests in the Mezzanine Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner Owners under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner Owners under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Mezzanine Lender. Borrower Borrowers hereby grants grant Mezzanine Lender and any person designated by Mezzanine Lender the right to enter upon the Property Properties at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’sBorrowers', Owner’s Owners' and/or Mezzanine Lender’s 's interest. Mezzanine Lender may take such action as Mezzanine Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, any Borrower. Mezzanine Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Mezzanine Lender. (d) If Mezzanine Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to any Owner, such notice shall constitute full protection to Mezzanine Lender for any action taken or omitted to be taken by Mezzanine Lender, in good faith, in reliance thereon. As a material inducement to Mezzanine Lender’s 's making the Mezzanine Loan, Borrower Borrowers hereby absolutely and unconditionally releases release and waives waive all claims against Mezzanine Lender arising out of Mezzanine Lender’s 's exercise of its rights and remedies provided in this Section 9.2SECTION 8.2, except for Mezzanine Lender’s 's gross negligence or willful misconduct. In the event that Mezzanine Lender makes any payment in respect of the Senior Loan, Mezzanine Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the PropertyProperties, in addition to all other rights it may have under the Mezzanine Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner Senior Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner Senior Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 12.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principalprincipal balance, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the PledgePledge Agreement. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner Senior Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner Senior Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner Senior Borrower under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner Senior Borrower under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, OwnerSenior Borrower’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender.. 106 Mezzanine Loan Agreement (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to OwnerSenior Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.212.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event event of Default default (i.e., for all purposes under this Section 11.2, after the expiration of all notice and cure periods, if any) under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 11.2 (including reasonable attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the PledgePledge Agreement. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other reasonable professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actionsactions (excluding special, consequential or punitive damages except to the extent same are imposed on, incurred by or asserted against Lender by any other Person (that is not an Affiliate of Lender) against Lender). Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any event of default or asserted event of default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a an event of default or asserted event of default under the Senior Loan; provided that Borrower shall not be prohibited from causing Owner to contest Senior Lender’s enforcement right or raise defenses with respect thereto in good faith so long as such actions do not interfere with Lender’s cure of such event of default or asserted event of default. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any event of default, or the assertion by Senior Lender that a an event of default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereonthereon that is not restricted under this Section 11.2. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.211.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default monetary default under the any Senior LoanLoan Document, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan any uncured delinquent amount and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. If a non-monetary default under any Senior Loan Document occurs, then Lender may perform any act or take any action on behalf of Borrower and/or any Senior Borrowers as may be appropriate, to cause all of the terms, covenants and conditions of such Senior Loan to be performed or observed. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 (including attorneys’ ' fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ ' and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner Owner, Senior Borrowers or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner or Senior Borrowers to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s 's interests in the Loan and the Collateral following a default or asserted default under the a Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the each Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s's, Owner’s 's, Senior Borrowers’ and/or Lender’s 's interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to OwnerSenior Borrowers, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s 's making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s 's exercise of its rights and remedies provided in this Section 9.2, except for Lender’s 's gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the applicable Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (ix) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (iiy) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to be payable upon demand by Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iviii) shall constitute a portion of the Debt, and (viv) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actionsany action taken under Section 9.2 hereof. Lender shall have no obligation to Borrower, Sole MemberPrincipal, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of a default or an event of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconductmisconduct as finally judicially determined by a court of competent jurisdiction. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner Senior Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner Senior Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 11.2 (including attorneys’ fees) (iA) shall constitute additional advances of the Loan to Borrower, (iiB) shall increase the then unpaid Principal, (iiiC) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (ivD) shall constitute a portion of the Debt, and (vE) shall be secured by the PledgePledge Agreement. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner Senior Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner Senior Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner Senior Borrower under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner Senior Borrower under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, OwnerSenior Borrower’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to OwnerSenior Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.211.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Propertyapplicable Senior Collateral, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any “Event of Default Default” under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner Senior Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner Senior Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 12.6 (including attorneys’ fees) (i) shall constitute additional advances of an Additional Advance on the Loan to BorrowerNote, (ii) shall increase the then unpaid Principalprincipal balance of the Loan, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the PledgePledge and the other Loan Documents. (b) Subject to Section 11.22 hereof, Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actionsactions identified in Section 12.6(a) (collectively, the “Senior Loan Cure Liabilities”). To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Senior Loan Cure Liabilities incurred by Lender. The provisions of Section 12.6(a) and this Section 12.6(b) shall survive any payment or prepayment of the Loan and any foreclosure or satisfaction of the Mortgage. Lender shall have no obligation to Borrower, Sole Member, Owner Senior Borrower or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner Senior Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, OwnerSenior Borrower’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Ownerany Senior Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.212.6, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents. (e) Nothing contained herein shall serve to make Borrower or Guarantor liable for any payments due to Senior Lender under the Senior Loan Documents, and except as otherwise provided in Section 11.22 hereof or in the Guaranty, in no event shall Borrower or Guarantor be liable for any amounts due pursuant to the Section 12.6.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents or if Owner fails to extend its interest rate protection agreement pursuant to Section 2.8 of the Senior Loan Agreement, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 (including attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default (as such term is defined in the Senior Loan Agreement) under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section 9.2 11.2 (including reasonable attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the Pledge. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actions, other than those caused directly by the gross negligence or willful malfeasance of Lender. Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default Default or asserted default Event of Default (as such terms are defined in the Senior Loan Agreement) under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default such Default or asserted default Event of Default (as such terms are defined in the Senior Loan Agreement) under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any defaultEvent of Default (as such terms are defined in the Senior Loan Agreement), or the assertion by Senior Lender that a default an Event of Default (as such terms are defined in the Senior Loan Agreement) has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.211.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Event of Default default under the Senior LoanLoan Documents, Borrower hereby expressly agrees that Lender shall have the immediate right, without prior notice to Borrower, but shall be under no obligation: (i) obligation to pay all or any part of the Senior Loan and any other sums that are then due and payablepayable in an amount not exceeding the amount necessary to cure such default, and to perform any act or take any action on behalf of Borrower and/or Owner as may be appropriate, appropriate to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateralcure such default. All sums so paid and the actual out of pocket costs and expenses incurred by Lender in exercising rights under this Section 9.2 3.2 (including reasonable attorneys’ fees) (i) shall constitute additional advances of the Loan to Borrower, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to Lender, (iv) shall constitute a portion of the Debt, and (v) shall be secured by the PledgePledge and (vi) may be reimbursed by Borrower without prepayment penalty or fee (but with accrued interest at the Default Rate through the date of payment to Lender), which reimbursement shall cure any Event of Default under the Loan Documents directly and solely relating thereto, provided such repayment occurs within thirty (30) days of Lender giving written notice to Borrower of such payment or incurrence of costs or expenses by Lender. (b) Borrower hereby indemnifies Lender from and against all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including attorneys’ and other professional fees, whether or not suit is brought, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of the foregoing actionsactions taken by Lender pursuant to Section 3.2(a). Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performanceperformance pursuant to Section 3.2(a). Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of taken by Lender pursuant to Section 3.2(a) to cure any default or asserted default Event of Default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration Event of any applicable grace, notice or cure period afforded to Owner Default under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender unless and until Senior Lender waives or revokes such Event of Default in writing or such Event of Default is cured to Senior Lender’s satisfaction. Borrower hereby grants Lender and any person designated by Lender Lender, subject to the rights of Operator Tenants, the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred and is continuing under the Senior Loan Documents, for the purpose of taking any such appropriate action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any appropriate action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender makes any payment in respect of the Senior Loan, Lender shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the Property, in addition to all other rights it may have under the Loan Documents.

Senior Loan Defaults. (a) Without limiting Xxxxxxxx agrees to notify Administrative Agent promptly upon the generality occurrence of the other provisions any Senior Loan Event of this Agreement, and without waiving or releasing Borrower from Default. If any of its obligations hereunder, if there shall occur any Senior Loan Event of Default under the Senior Loanoccurs, Borrower hereby expressly Xxxxxxxx agrees that Lender Administrative Agent shall have the immediate right, subject to the terms of the Senior Loan Documents and the Intercreditor Agreement, without prior notice to Borrower, but shall be under no obligation: obligation to (i) to pay all or any part of the Senior Loan and any other sums that are then due and payable, and to perform any act or take any action on behalf of Borrower and/or Owner Senior Borrower as may be appropriate, to cause all of the terms, covenants and conditions of the Senior Loan Documents on the part of Owner Senior Borrower to be performed or observed thereunder to be promptly performed or observed; , and (ii) to pay any other amounts and take any other action as LenderAdministrative Agent, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral, for the account of Borrower. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Senior Borrower to impede, interfere with, hinder or delay, any effort or action on the part of Administrative Agent to cure any Senior Loan Event of Default or asserted Senior Loan Event of Default, or to otherwise protect or preserve Administrative Agent’s interests in the Loan and the Collateral following a Senior Loan Event of Default or asserted Senior Loan Event of Default. (b) Borrower, on behalf of Senior Borrower, hereby grants Administrative Agent and its designees the right to enter upon the Premises, subject to the rights of Senior Administrative Agent, the terms of the Senior Loan Documents, at any time following the occurrence and during the continuance of any Senior Loan Event of Default, or the assertion by Senior Lender that a Senior Loan Event of Default has occurred, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Xxxxxx’s interest. Administrative Agent may take such action as Administrative Agent deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan Events of Default), without prior notice to, or consent from, Borrower or Senior Borrower. Neither Administrative Agent nor Lender shall have any obligation to complete any cure or attempted cure undertaken or commenced by Administrative Agent or Lender. (c) All sums so paid and the costs and expenses incurred by Lender Administrative Agent in exercising rights under this Section 9.2 10.3 (including its reasonable attorneys’ feesfees and costs) (i) shall constitute additional advances Advances of the Loan Loan, increase the unpaid principal amount of the Loan, bear interest at the then applicable interest rate hereunder (including interest on unpaid interest, compounded monthly) and be added to Borrowerthe Indebtedness, (ii) shall increase the then unpaid Principal, (iii) shall bear interest at the Default Rate for the period from the date that such costs or expenses were incurred to the date of payment to LenderAdministrative Agent, (iv) shall constitute a portion of as same may accrue under the DebtNote, including interest on unpaid interest, and (viii) shall be evidenced by the Note and secured by the Pledge. (b) Pledge and Security Agreement and the other Loan Documents. Borrower hereby indemnifies Lender Administrative Agent and Xxxxxx from and against all liabilitieslosses, obligations, lossesout-of-pocket expenses, damages, penalties, assessments, actions, or claims and causes of action, judgments, suits, claims, demands, costs, expenses (including reasonable attorneys’ and other professional fees, whether or not suit is broughtcosts and expenses, and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent or Lender as a result of the foregoing actions. Lender shall have no obligation to Borrower, Sole Member, Owner or any other party to make any such payment or performance. Borrower shall not impede, interfere with, hinder or delay, and shall not permit Owner to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Senior Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral following a default or asserted default under the Senior Loan. (c) Any default or breach by Owner under the Senior Loan Documents which is not cured prior to the expiration of any applicable grace, notice or cure period afforded to Owner under the Senior Loan Documents shall constitute an Event of Default, without regard to any subsequent payment or performance of any such obligations by Lender. Borrower hereby grants Lender and any person designated by Lender the right to enter upon the Property at any time following the occurrence and during the continuance of any default, or the assertion by Senior Lender that a default has occurred under the Senior Loan Documents, for the purpose of taking any such action or to appear in, defend or bring any action or proceeding to protect Borrower’s, Owner’s and/or Lender’s interest. Lender may take such action as Lender deems reasonably necessary or desirable to carry out the intents and purposes of this subsection (including communicating with Senior Lender with respect to any Senior Loan defaults), without prior notice to, or consent from, Borrower. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. (d) If Lender shall receive a copy of any notice of default under the Senior Loan Documents sent by Senior Lender to Owner, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section 9.2, except for Lender’s gross negligence or willful misconduct. In the event that Lender Administrative Agent makes any payment in respect of the Senior Loan, Lender Administrative Agent shall be subrogated to all of the rights of Senior Lender under the Senior Loan Documents against the PropertyPremises, in addition to all other rights it may have under the Loan Documents. (d) If Administrative Agent shall receive a copy of any notice of a Senior Loan Event of Default sent by Senior Administrative Agent or Senior Lender, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent, in good faith, in reliance thereon. As a material inducement to Xxxxxx’s making the Loan, Borrower hereby absolutely and unconditionally releases and waives all claims against Administrative Agent and/or Lender arising out of Administrative Agent and/or Xxxxxx’s exercise of its rights and remedies provided in this Section 10.3, except for Administrative Agent’s or any Xxxxxx’s gross negligence or willful misconduct.