Common use of Foreclosure Clause in Contracts

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by foreclosure or deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such Collateral Pool Assets and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

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

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity Mortgagee shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of have all of the Lenders rights and may exercise all of the powers set forth in connection applicable Law of the State. Mortgagee may sell the Property in its entirety or in parcels, and by one or by several sales, as deemed appropriate by Mortgagee in its sole and absolute discretion. If Mortgagee chooses to have more than one foreclosure sale, Mortgagee may cause the foreclosure sales to be held simultaneously or successively, on the same day, or on such different days and at such different times as Mortgagee may elect. Before any foreclosure sale, Mortgagee shall give such notice of default and election to sell as may be required by Law. After the lapse of such time as may then be required by Law following the recordation of such notice of default, and notice of sale having been given as then required by Law, Mortgagee shall sell the property being sold at a public auction to be held at the time and place specified in the notice of sale. Mortgagee shall have no obligation to make demand on Mortgagor before any foreclosure sale. From time to time in accordance with litigationthen-applicable Law, Mortgagee may postpone any foreclosure sale by public announcement at the time and place noticed for that sale. At any foreclosure sale, Mortgagee shall sell to the highest bidder at public auction for cash in lawful money of the United States (or realization cash equivalents acceptable to Mortgagee to the extent permitted by applicable Law), payable at the time of sale. Mortgagee shall execute and deliver to the purchaser(s) a deed or deeds conveying the property being sold without any covenant or warranty whatsoever, expressed or implied. The recitals in any such deed of any matters of fact, including any facts bearing upon the regularity or validity of any foreclosure sale, shall be conclusive proof of their truthfulness. Any such deed shall be conclusive against all Persons as to the facts recited therein. Any Person, including Mortgagee, may purchase at such sale, and any bid by Mortgagee may be, in whole or in part, in the form of cancellation of all or any security given as Collateral for part of the Obligations or other similar actions. (b) If Obligations. Notwithstanding the Lenders acquire the Collateral Pool Assets either by foreclosure or deed in lieu provisions of foreclosure, to negotiate in good faith to reach agreement in writing relating this Section 7.2 to the ownershipcontrary, operation, maintenance, marketing and any foreclosure sale of such Collateral Pool Assets and that such agreement all or any portion of the lien of this Mortgage shall be consistent a judicial foreclosure in accordance with the following: (i) The Collateral Pool Assets will not be held applicable requirements of Ohio law, as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisalsamended. (ii) Certain decisionmaking with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of the Property is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Indebtedness and Obligations, title to negotiate any such Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Property, and the collecting of rents and other sums from such Property and paying the expenses of such Property. Upon demand therefor from time to time, each Lender will contribute its Pro Rata Share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Property, and that each of the Lenders shall promptly contribute its Pro Rata Share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Property, and such agreement other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals Administrative Agent shall undertake to sell such Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous, and any sale proceeds from the Property shall be distributed by Administrative Agent to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof in accordance with the provisions set forth in Section 2.6(b) hereof. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Collateral Properties Lenders in the same, which agreement shall be obtained by in all material respects similar to the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking Lenders with respect to the day-to-day operations of the Properties will be delegated Property. Lenders agree not to management and leasing agents. All agreements with such management and leasing agents will be subject to the unreasonably withhold or delay their approval of the Required Lenders. The daya Post-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower Foreclosure Plan or any Lender for third party offer to purchase the Property. An offer to purchase the Property at a gross purchase price of any of the Collateral Pool Assets and such offer equals or exceeds ninety ninety-five percent (9095%) of the most recent appraised fair market value of such Collateral Pool Asset the property as established by an appraisal prepared set forth in accordance with the standards established in this Agreement that has been completed within six months of such offera current appraisal, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are be deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages Mortgage or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets Asset and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets Asset either by foreclosure or deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such Collateral Pool Assets Asset and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets Asset will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties Asset shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking decision making with respect to the day-to-day operations of the Properties Collateral Asset will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets Asset shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets Asset and such offer equals or exceeds ninety percent (90%) of the most recent appraised value Appraised Value of such Collateral Pool Asset as established by an appraisal Appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets Asset shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets Asset shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

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

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of any Project is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate the Project or any portion thereof will be held in good faith the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of itself and the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent will prepare a recommended course of action for the Project (the "Post-Foreclosure Plan") and submit it to reach agreement in writing the Lenders for approval by the Required Lenders. In the absence of an approved Post Foreclosure Plan, Administrative Agent may make such decisions and incur such expenses relating to the ownership, operation, maintenance and marketing of the Project, and the Lenders must reimburse and indemnify Administrative Agent for any such decisions in accordance with Section 9.10. In the event that Administrative Agent will not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender will be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent will submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent will manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Project acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of the Project, and the collecting of rents and other sums from the Project and paying the expenses of the Project. Upon demand therefor from time to time, each Lender will contribute its Pro Rata Share of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Project. In addition, Administrative Agent will render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for the Project, and each of the Lenders must promptly contribute its Pro Rata Share of any operating loss for the Project, and such Collateral Pool Assets other expenses and that such agreement shall be consistent operating reserves as Administrative Agent deems reasonably necessary pursuant to and in accordance with the following: (i) Post-Foreclosure Plan. To the extent there is net operating income from the Project, Administrative Agent will, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions will be made to the Lenders in proportion to their Pro Rata Share. The Collateral Pool Assets Lenders acknowledge that if title to the Project is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, the Project will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals Administrative Agent will undertake to sell the Project at such price and upon such terms and conditions as the Required Lenders reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of the Collateral Properties shall be obtained by Project in accordance with the immediately preceding sentence will name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent from time and the Lenders will enter into an agreement with respect to time during such purchase money mortgage defining the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower Lenders in the same, which agreement will be in all material respects similar to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking the rights of the Lenders with respect to the dayProject. The Lenders agree not to unreasonably withhold or delay their approval of a Post-to-day operations Foreclosure Plan or any third party offer to purchase the Project. An offer to purchase the Project at a gross purchase price of 95% of the Properties fair market value of the Project as set forth in a current appraisal, will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (ai) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and Lessor agrees that the nature of such entity ▇▇▇▇▇▇’s consent shall not be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigationthe foreclosure of the Leasehold Mortgage (whether judicial or non-judicial), foreclosure or realization delivery of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by foreclosure or a deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to or other similar action. However, solely as a courtesy but without impacting Leasehold Mortgagee’s rights and remedies under the ownershipLeasehold Mortgage, operation, maintenance, marketing and sale of such Collateral Pool Assets and that such agreement Lessor shall be consistent with notified in the following: (i) The Collateral Pool Assets will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing event that Leasehold Mortgagee files or releasing commences any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisalsforeclosure action. (ii) Certain decisionmaking with respect In the event Leasehold Mortgagee is seeking to foreclose on Leasehold Mortgagee’s lien on the day-to-day operations Premises, Lessor shall not seek to terminate such Lease as a result of a default so long as Leasehold Mortgagee is diligently seeking to foreclose on the Properties will be delegated to management Lessee’s interest in the Premises and leasing agents. All agreements with such management and leasing agents will be subject to so long as all defaults capable of cure have been cured or are being cured within the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agenttime frames set forth above. (iii) Except as provided In the event Leasehold Mortgagee forecloses on the Lessee’s interest in the following sentencesPremises, Lessor shall recognize such lender or other purchaser at a foreclosure sale as “Lessee” for all decisions as to whether to sell the Collateral Pool Assets purposes under such Lease and shall be deemed to have assumed the obligations of Lessee under such Lease. In the event Leasehold Mortgagee should foreclose the Leasehold Mortgage by foreclosure sale or otherwise, or by acceptance of a deed or an assignment-in-lieu of foreclosure, such Lease shall remain in full force and effect and shall remain subject to the approval terms and provisions of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives this Agreement and any event which as a bona fide "all cash" offer from an entity result of its nature are personal to Lessee and are not affiliated with the Borrower or any Lender for the purchase capable of any of the Collateral Pool Assets and being cured by Leasehold Mortgagee (such offer equals or exceeds ninety percent (90%) of the most recent appraised value as a bankruptcy of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent Lessee) shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offerbe waived. (iv) All expenses incurred If Leasehold Mortgagee becomes the “Lessee” under any Lease, upon the assignment of such Lease by Leasehold Mortgagee, Leasehold Mortgagee shall be released from any obligations under such Lease arising from and after the Administrative Agent and Lenders in connection with date of such assignment; provided that the ownership, operation, maintenance, marketing and sale Lessee of the Collateral Pool Assets shall be allocated among the Lenders pro rata Leasehold Mortgage agrees in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect writing to the Collateral Pool Assets shall at assume all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals obligations of Lessee under such Lease from regulatory authorities in connection with any expenditure and after the date of funds by the Lenders shall be a condition to such expenditureassignment.

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of a Borrowing Base Property is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate such Borrowing Base Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Borrowing Base Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Borrowing Base Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such - 110 - Borrowing Base Property, and the collecting of rents and other sums from such Borrowing Base Property and paying the expenses of such Borrowing Base Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Borrowing Base Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Borrowing Base Property, and that each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Borrowing Base Property, and such agreement other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Borrowing Base Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Borrowing Base Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Borrowing Base Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals Administrative Agent shall undertake to sell such Borrowing Base Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Borrowing Base Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Collateral Properties Lenders in the same, which agreement shall be obtained by in all material respects similar to the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking Lenders with respect to the day-to-day operations of the Properties will be delegated Borrowing Base Property. Lenders agree not to management and leasing agents. All agreements with such management and leasing agents will be subject to the unreasonably withhold or delay their approval of the Required Lenders. The daya Post-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower Foreclosure Plan or any Lender for third party offer to purchase the Borrowing Base Property. An offer to purchase the Borrowing Base Property or any portion thereof at a gross purchase price of any of the Collateral Pool Assets and such offer equals or exceeds ninety ninety-five percent (9095%) of the most recent appraised fair market value of such Collateral Pool Asset property as established by an appraisal prepared set forth in accordance with the standards established in this Agreement that has been completed within six months of such offera current appraisal, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are be deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of a Borrowing Base Property is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate such Borrowing Base Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Borrowing Base Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Borrowing Base Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Borrowing Base Property, and the collecting of rents and other sums from such Borrowing Base Property and paying the expenses of such Borrowing Base Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Borrowing Base Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Borrowing Base Property, and that each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Borrowing Base Property, and such agreement other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Borrowing Base Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Borrowing Base Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Borrowing Base Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals Administrative Agent shall undertake to sell such Borrowing Base Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Borrowing Base Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Collateral Properties Lenders in the same, which agreement shall be obtained by in all material respects similar to the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking Lenders with respect to the day-to-day operations of the Properties will be delegated Borrowing Base Property. Lenders agree not to management and leasing agents. All agreements with such management and leasing agents will be subject to the unreasonably withhold or delay their approval of the Required Lenders. The daya Post-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower Foreclosure Plan or any Lender for third party offer to purchase the Borrowing Base Property. An offer to purchase the Borrowing Base Property or any portion thereof at a gross purchase price of any of the Collateral Pool Assets and such offer equals or exceeds ninety ninety-five percent (9095%) of the most recent appraised fair market value of such Collateral Pool Asset property as established by an appraisal prepared set forth in accordance with the standards established in this Agreement that has been completed within six months of such offera current appraisal, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are be deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by foreclosure or deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such Collateral Pool Assets and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking decision making with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value Appraised Value of such Collateral Pool Asset as established by an appraisal Appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

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

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire portion of the Collateral Pool Assets either (the “Collateral Property”) is acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate any such Collateral Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by the Administrative Agent. Administrative Agent shall prepare a recommended course of action (the “Post-Foreclosure Plan”) for such Collateral Property and any real property owned by the entities that are Collateral Property (such real property, the “Real Estate Property”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, operationany Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, maintenanceand Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, marketing Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral Property acquired and Real Estate Property and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral Pool Assets Property and/or Real Estate Property, and that the collecting of rents and other sums from such agreement Collateral Property and/or Real Estate Property and paying the expenses of such Collateral Property and Real Estate Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Collateral Property and Real Estate Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Property and Real Estate Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Collateral Property and Real Estate Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Collateral Property and/or Real Estate Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Collateral Pool Assets Property and/or Real Estate Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Collateral Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time shall undertake to time during the ownership period sell such Collateral Property and/or Real Estate Property at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) price and an appraised value shall be established upon such terms and updated from time to time based on such appraisals. (ii) Certain decisionmaking with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of conditions as the Required LendersLenders shall reasonably determine to be most advantageous. The day-to-day supervision Any purchase money mortgage or deed of such agents shall be done by the Administrative Agent. (iii) Except as provided trust taken in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated connection with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value disposition of such Collateral Pool Asset as established by an appraisal prepared Property and/or Real Estate Property in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent immediately preceding sentence shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the name Administrative Agent, acting on behalf of as agent for the Lenders, is irrevocably authorized to accept as the beneficiary or mortgagee. In such offer. (iv) All expenses incurred by the case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in connection with the ownershipsame, operation, maintenance, marketing and sale which agreement shall be in all material respects similar to the rights of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall Property and/or Real Estate Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Collateral Property and/or Real Estate Property. An offer to purchase the Collateral Property and/or Real Estate Property at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality a gross purchase price of 95% of the foregoingfair market value of the property as set forth in a current appraisal reasonably acceptable to Administrative Agent and Required Lenders, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be deemed to be a condition reasonable offer. Notwithstanding any other provision of this Section 9.11, in no event will Administrative Agent be required to such expendituretake any action that Administrative Agent determines could subject it to any liabilities (including by deemed assumption of Loan Party liabilities) under any Lien or Encumbrance.

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

Foreclosure. The Lenders hereby agree If a Holder forecloses its mortgage secured by the Property (or portion to the following in the event of foreclosure under any of the Mortgages which its mortgage relates), or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold takes title to the Collateral Pool Assets and that the nature Property (or portion to which its mortgage relates) by deed-in-lieu of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all similar transaction or any security given as Collateral for if a third party purchaser acquires the Obligations Property at the foreclosure sale or other similar actions. (b) If from the Lenders acquire the Collateral Pool Assets either by Holder after foreclosure or deed in lieu of foreclosure, (collectively a “Foreclosure”), the Holder or such third party purchaser shall have the option to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such Collateral Pool Assets and that such agreement shall be consistent with the following: either (i) The Collateral Pool Assets will not be held as sell the Property or the Project to a long-term investment but will be marketed in an attempt Person that has the qualification and financial responsibility necessary to sell them in a time period consistent with perform the regulations applicable to national banks for owning real estate. Current appraisals obligations of the Collateral Properties shall be obtained Redeveloper reasonably determined by the Administrative Agent from time to time during City, which shall assume the ownership period at Lenders' expense (without diminishing or releasing any obligation obligations of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. Redeveloper under this Redevelopment Agreement in accordance with Applicable Law, and/or (ii) Certain decisionmaking assume the obligations of Redeveloper under this Redevelopment Agreement in accordance with respect Applicable Law. In the event of a Foreclosure and provided the Holder or the purchaser is in compliance with this Redevelopment Agreement, the City shall not seek to enforce against the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision Holder or purchaser of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentencesparcel, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer remedies available to the Lenders and request their approval for sale at such a price. If City pursuant to the Required Lenders approve terms of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders this Redevelopment Agreement available in connection with the ownershipevents preceding the Foreclosure. The Holder, operationor the third-party purchaser referenced above assuming the obligations of Redeveloper as to the parcel affected by such Foreclosure or sale, maintenancein that event must agree to make good faith effort to Complete the Project in the manner provided in this Redevelopment Agreement, marketing and sale but subject to reasonable extensions of the Collateral Pool Assets scheduled Completion Date. Any such Holder or Person assuming such obligations of Redeveloper, properly Completing Project Improvements shall be allocated among the Lenders pro rata entitled to Certificates of Completion in accordance with their respective Percentages. (v) All expenditures herewith. Nothing in this Redevelopment Agreement shall be construed or deemed to permit or to authorize any Holder, or such other Person assuming such obligations of Redeveloper, to devote the Property, or any part thereof, to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Redevelopment Agreement and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable theretoRedevelopment Plan. Without limiting the generality The Holder or such purchaser that assumes that obligations of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders Redeveloper shall be a condition entitled to such expendituredevelop the Property or Project, in accordance herewith.

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of any Mortgaged Property is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate any such Mortgaged Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Mortgaged Property, and the collecting of rents and other sums from such Mortgaged Property and paying the expenses of such Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Mortgaged Property, and that each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Mortgaged Property, and such agreement other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Mortgaged Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Mortgaged Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals Administrative Agent shall undertake to sell such Mortgaged Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Mortgaged Property in accordance with the immediately preceding sentence shall name 99 Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Collateral Properties Lenders in the same, which agreement shall be obtained by in all material respects similar to the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking Lenders with respect to the dayMortgaged Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-to-day operations Foreclosure Plan or any third party offer to purchase the Mortgaged Property. An offer to purchase the Mortgaged Property at a gross purchase price of 95% of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval fair market value of the Required Lenders. The day-to-day supervision of such agents property as set forth in a current appraisal shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages Mortgage or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets Asset and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's ’s right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets Asset either by foreclosure or deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such the Collateral Pool Assets Asset and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets Asset will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties Asset shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' ’ expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals. (ii) Certain decisionmaking decision making with respect to the day-to-day operations of the Properties Collateral Asset will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets Asset shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "“all cash" ” offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets Asset and such offer equals or exceeds ninety percent (90%) of the most recent appraised value Appraised Value of such Collateral Pool Asset as established by an appraisal Appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets Asset shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets Asset shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

Foreclosure. The Lenders hereby agree a) Servicer shall continually monitor Mortgage Loans that have been referred to foreclosure throughout the process to ensure that effective timelines are being met. b) Servicer shall follow the proper foreclosure procedure requirements under applicable Laws, including starting and/or reinstating judicial or non-judicial foreclosure, as applicable. c) Servicer will select an attorney firm or trustee from its list of preferred vendors to complete foreclosure actions. Servicer will manage foreclosure processes through Black Knight Desktop/Process Management. Servicer will adhere to foreclosure timelines established by USFN, allowing adjustments for inherited actions, contested matters, and other third party delays when assessing timeline compliance. d) Servicer will require foreclosure attorneys and trustees to adhere to the following fee guidelines established by ▇▇▇▇▇▇ ▇▇▇ or, if stricter, such guidelines as are imposed under other applicable Laws. e) Servicer will obtain a valuation of the Mortgaged Property prior to the foreclosure sale where appropriate and determine the foreclosure bid amount in consultation with Owner. f) Notwithstanding the above, all foreclosure bids are capped by the total debt owed by the Mortgagor. g) In the event of a foreclosure under any and subsequent sale of the Mortgages REO Property, Servicer will request Owner’s approval to secure a deficiency judgment, if permitted by law. If approved by Owner, Servicer will perform any and all actions required to secure a deficiency judgment. h) Foreclosure referrals should be signed off by a manager or any other attempt at realization foreclosure review committee of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title Servicer before being sent to the Collateral Pool Assets foreclosure attorney or trustee. i) Throughout the foreclosure process and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to vacant properties, Servicer is responsible for procuring all property preservation functions to ensure that the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all condition and appearance of the Lenders in connection with litigationMortgaged Property are maintained. This includes securing the Mortgaged Property, foreclosure mowing the grass, removing trash and other debris that violate applicable law or realization of all pose a health or any security given as Collateral for safety hazard, winterizing the Obligations or other similar actionsMortgaged Property, etc. (bj) Servicer shall retain outside counsel and title firms with expertise in the given geography of the Mortgaged Property to review prior due diligence findings on title, order and review new title report for liens, judgments, assignment issues, and other defects. Said counsel shall perfect title defects prior to foreclosure sale. k) Prior to considering the Mortgage Loan for foreclosure sale, Servicer shall confirm that no pending loss mitigation options are active. l) If the Lenders acquire the Collateral Pool Assets either by foreclosure or deed in lieu of Mortgagor has been referred to foreclosure, qualifies for a Loan Modification and is willing to negotiate in good faith to reach agreement in writing relating to execute modification documents, the ownership, operation, maintenance, marketing and foreclosure sale of such Collateral Pool Assets and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets will not be held as a long-term investment but will be marketed in an attempt stopped unless the Mortgagor has defaulted on a related trial period plan, the foreclosure sale date is to sell them in a time period consistent with occur within 30 days, or if otherwise instructed by Owner. m) Servicer shall manage the regulations applicable foreclosure process so as to national banks for owning real estate. Current appraisals of preserve the Collateral Properties shall be obtained insurance provided by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing PMI Policy or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisalsLPMI Policy, where applicable. n) To the extent the Servicing Asset Schedule notes the existence of a Superior Lien; Servicer shall (ii1) Certain decisionmaking with respect to identify whether Servicer is also servicing the day-to-day operations Superior Lien for Owner and (2) monitor the status of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared each Superior Lien in accordance with Applicable Requirements. If Servicer is servicing both the standards established Mortgage Loan and Superior Lien for Owner, Servicer shall provide Owner with an electronic file identifying the related Mortgage Loan and Superior Lien within ten (10) business days of the related Servicing Commencement Date. If necessary to comply with Applicable Requirements, Servicer shall file (or cause to be filed) a request for notice of any action by a superior lien holder under a Superior Lien for the protection of Owner’s interest, where permitted by applicable Laws and whenever such Laws do not require that a junior lien holder be named as a party defendant in this Agreement that has been completed within six months foreclosure proceedings in order to foreclose such junior ▇▇▇▇ ▇▇▇▇▇▇’▇ equity of redemption. The cost of such offer, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets filing shall be allocated among the Lenders pro rata in accordance with their respective Percentagesdeemed a Servicing Advance. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.

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

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

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of the Mortgaged Property is acquired by Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Indebtedness, title to negotiate any such Mortgaged Property or any portion thereof shall be held in good faith to reach agreement the name of Administrative Agent or a subsidiary or other designee of Administrative Agent, as nominee for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Mortgaged Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Mortgaged Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Mortgaged Property, and the collecting of rents and other sums from such Mortgaged Property and paying the expenses of such Mortgaged Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Mortgaged Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Mortgaged Property, and that each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Mortgaged Property, and such agreement other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Mortgaged Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Mortgaged Property is obtained by Administrative Agent or its subsidiary or designee, or an entity co-owned by the Lenders, such Mortgaged Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time shall undertake to time during the ownership period sell such Mortgaged Property at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) price and an appraised value shall be established upon such terms and updated from time to time based on such appraisals. (ii) Certain decisionmaking with respect to the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of conditions as the Required LendersLenders shall reasonably determine to be most advantageous. The day-to-day supervision Any purchase money mortgage or deed of trust taken in connection with the disposition of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for the purchase of any of the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared Mortgaged Property in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent immediately preceding sentence shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the name Administrative Agent, acting on behalf of as agent for the Lenders, is irrevocably authorized to accept as the beneficiary or mortgagee. In such offer. (iv) All expenses incurred by the case, Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken shall enter into an agreement with respect to such purchase money mortgage defining the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.rights 128

Foreclosure. The Lenders hereby agree to the following in the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe The Mortgagee may institute an action of ----------- mortgage foreclosure, or take other action as the law may allow, at law or in equity, for the enforcement of this Mortgage, and proceed thereon to final judgment and accept its Percentage execution of the ownership interests entire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Mortgaged Property by virtue of judicial proceedings, the Mortgaged Property may be sold in one parcel and as an entirety or in such parcels, manner or order as the Mortgagee in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Mortgagor as a defense in any entity organized proceeding instituted by the Mortgagee to hold title to collect the Collateral Pool Assets obligations secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property. Costs and that expenses incurred by the nature Mortgagee (including, without limitation, all reasonable attorneys' fees, expenses and charges through all appeals) under this Section shall become part of such entity the Secured Indebtedness secured hereby. Proceeds realized from a foreclosure of this Mortgage shall be determined by applied in accordance with the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf provisions of the Lenders Credit Agreement and Section 5 of this Article 3 and, in all day-to-day matters any event, in accordance with respect to the exercise provisions of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given as Collateral for the Obligations or other similar actionsApplicable Law. (b) If the Lenders acquire the Collateral Pool Assets either by foreclosure or deed in lieu of foreclosure, to negotiate in good faith to reach agreement in writing relating to the ownership, operation, maintenance, marketing and sale of such Collateral Pool Assets and that such agreement shall be consistent with the following: (i) The Collateral Pool Assets will not be held as a long-term investment but will be marketed in an attempt to sell them in a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals of the Collateral Properties shall be obtained by the Administrative Agent from time to time during the ownership period at Lenders' expense (without diminishing or releasing any obligation of the Borrower to pay for such costs) and an appraised value shall be established and updated from time to time based on such appraisals[reserved]. (iic) Certain decisionmaking with respect Upon any foreclosure sale made under this Mortgage, Mortgagee may bid for and acquire the Mortgaged Property by crediting the sales price (after deducting the costs and expenses of sale and any other sums which Mortgagee is authorized to deduct) upon the day-to-day operations of the Properties will be delegated to management and leasing agents. All agreements with such management and leasing agents will be subject to the approval of the Required Lenders. The day-to-day supervision of such agents shall be done indebtedness or other sums secured by the Administrative Agentthis Mortgage. (iiid) Except as provided Any foreclosure sale made under this Mortgage shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the following sentencesMortgaged Property and rights so sold, all decisions as to whether to sell the Collateral Pool Assets and shall be subject to a perpetual bar, both at law and in equity, against Mortgagor and all Persons who may at any time claim the approval of all the Lenders. Notwithstanding the foregoingsame, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower or any Lender for part thereof, from, through or under Mortgagor. Mortgagor hereby expressly waives any right to direct the purchase of any of order in which the Collateral Pool Assets and such offer equals or exceeds ninety percent (90%) of the most recent appraised value of such Collateral Pool Asset as established by an appraisal prepared in accordance with the standards established in this Agreement that has been completed within six months of such offer, then the Administrative Agent Mortgaged Property shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are deemed to approve of such a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such offerbe sold pursuant hereto. (ive) All expenses incurred To the fullest extent permitted by law, Mortgagor will not at any time insist upon, plead, or in any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the Administrative Agent marshaling of assets or the administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Mortgage, or any decree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Mortgaged Property sold; or any law, now or at any time hereafter in force, which may affect the covenants and Lenders in connection with terms or performance of this Mortgage; and Mortgagor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and covenants not to hinder, delay or impede the ownershipexecution of any power herein granted or delegated to Mortgagee, operation, maintenance, marketing but to suffer and sale permit the execution of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentagesevery power as though no such laws had been made or enacted. (vf) All expenditures Mortgagor hereby requests that a copy of any Notice of Default and other actions taken with respect a copy of any Notice of Sale under this Mortgage be mailed to the Collateral Pool Assets shall Mortgagor at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality Mortgagor's address for Notices as set forth in Section 2 of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditureArticle IV.

Foreclosure. The Lenders hereby agree to the following in In the event of foreclosure under any of the Mortgages or any other attempt at realization of the security thereunder: (a) To subscribe to and accept its Percentage of the ownership interests in any entity organized to hold title to the Collateral Pool Assets and that the nature of such entity shall be determined by the Required Lenders, subject to each Lender's right to hold its interests in such entity in, and assign such interests to, any affiliate of such Lender or any other entity required by laws or regulations governing such Lender. The Administrative Agent is hereby authorized to act for and on behalf of the Lenders in all day-to-day matters with respect to the exercise of rights described herein such as the supervision of attorneys, accountants, appraisers or others acting for the benefit of all of the Lenders in connection with litigation, foreclosure or realization of all or any security given portion of a Qualified Property is acquired by the Administrative Agent as Collateral for the Obligations or other similar actions. (b) If the Lenders acquire the Collateral Pool Assets either by result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, title to negotiate such Qualified Property or any portion thereof shall be held in good faith to reach agreement the name of the Administrative Agent or a nominee or subsidiary of the Administrative Agent, as agent, for the benefit of the Lenders, or in writing relating an entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Qualified Property (the “Post-Foreclosure Plan”) and submit it to the ownershipLenders for approval by the Required Lenders. In the event that the Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Qualified Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Qualified Property, and the collecting of rents and other sums from such Qualified Property and paying the expenses of such Qualified Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, marketing leasing and sale of the Qualified Property. In addition, the Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Collateral Pool Assets Qualified Property, and that each of the Lenders shall promptly contribute its ratable share (based on their respective Commitments immediately prior to the termination thereof) of any operating loss for the Qualified Property, and such agreement other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Qualified Property, the Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be consistent with made to the following: (i) Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Collateral Pool Assets Lenders acknowledge that if title to any Qualified Property is obtained by the Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Qualified Property will not be held as a long-term permanent investment but will be marketed in an attempt to sell them in disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Current appraisals The Administrative Agent shall undertake to sell such Qualified Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the Collateral Properties disposition of such Qualified Property in accordance with the immediately preceding sentence shall be obtained by name the Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent from time and the Lenders shall enter into an agreement with respect to time during such purchase money mortgage defining the ownership period at Lenders' expense (without diminishing or releasing any obligation rights of the Borrower to pay for such costs) and an appraised value Lenders in the same, which agreement shall be established and updated from time in all material respects similar to time based on such appraisals. (ii) Certain decisionmaking the rights of the Lenders with respect to the day-to-day operations of the Properties will be delegated Qualified Property. Lenders agree not to management and leasing agents. All agreements with such management and leasing agents will be subject to the unreasonably withhold or delay their approval of the Required Lenders. The daya Post-to-day supervision of such agents shall be done by the Administrative Agent. (iii) Except as provided in the following sentences, all decisions as to whether to sell the Collateral Pool Assets shall be subject to the approval of all the Lenders. Notwithstanding the foregoing, the Lenders agree that if the Administrative Agent receives a bona fide "all cash" offer from an entity not affiliated with the Borrower Foreclosure Plan or any Lender for third party offer to purchase the Qualified Property. An offer to purchase the Qualified Property or any portion thereof at a gross purchase price of any of the Collateral Pool Assets and such offer equals or exceeds ninety ninety-five percent (9095%) of the most recent appraised fair market value of such Collateral Pool Asset property as established by an appraisal prepared set forth in accordance with the standards established in this Agreement that has been completed within six months of such offera current appraisal, then the Administrative Agent shall give written notice of such offer to the Lenders and request their approval for sale at such a price. If the Required Lenders approve of such a sale (or are be deemed to approve of such be a sale) then the Administrative Agent, acting on behalf of the Lenders, is irrevocably authorized to accept such reasonable offer. (iv) All expenses incurred by the Administrative Agent and Lenders in connection with the ownership, operation, maintenance, marketing and sale of the Collateral Pool Assets shall be allocated among the Lenders pro rata in accordance with their respective Percentages. (v) All expenditures and other actions taken with respect to the Collateral Pool Assets shall at all times be subject to the regulations and requirements pertaining to national banks applicable thereto. Without limiting the generality of the foregoing, all necessary approvals from regulatory authorities in connection with any expenditure of funds by the Lenders shall be a condition to such expenditure.