Common use of Right of Entry Clause in Contracts

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Trustor any and all rights which Mortgagor Trustor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor Trustor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Trustor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee Beneficiary elects to enter the Mortgaged Property as provided for herein, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorTrustor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee Beneficiary shall not be liable for any loss sustained by Mortgagor Trustor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of MortgageeBeneficiary, its agents, employees or officers, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Trustor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ ' fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor , Trustor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its agent, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the Mortgaged Property and of all bookslease, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to shall owe no further rent due under the management, possession, operation, protection, or preservation terms of the Mortgaged Propertylease. In such case, includingTENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, without limitationdamage, destruction or lease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT will install same if there is a hurricane or tropical storm watch or warning in effect and/or at the request of the LANDLORD. If TENANT is unable to perform this task for any reason, TENANT agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and premises in the event LANDLORD in its sole judgment feels that either there is mold or mildew present in the dwelling unit which may pose a safety or health hazard to deduct from such Rents all costs, expensesTENANT(s) or other persons and/or TENANT(s) actions or inactions are causing a condition which is conducive to mold growth. In the event it is determined by an HVAC or mold professional that TENANT is failing to use the air conditioning, and liabilities of every character incurred this is causing mold or mildew, LANDLORD shall have the right to terminate the lease agreement by giving the Mortgagee in collecting such Rents TENANT no less than 7 Days’ Notice and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable hold TENANT responsible for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is damages caused by the willful misconduct mold or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmildew.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its agent, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the Mortgaged Property and of all bookslease, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to shall owe no further rent due under the management, possession, operation, protection, or preservation terms of the Mortgaged Propertylease. In such case, includingTENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, without limitationdamage, destruction or lease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT will install same if there is a hurricane or tropical storm watch or warning in effect and/or at the request of the property manager or owner. If TENANT is unable to perform this task for any reason, TENANT agrees to notify property manager or owner as soon as any storm watch or warning is placed into effect. MOLD: LANDLORD and/or AGENT reserves the right to rent terminate the same for tenancy and TENANT(S) agree to vacate the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified premises in the Note, all of which shall constitute a portion of event LANDLORD and/or AGENT in its sole judgment feels that either there is mold or mildew present in the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) dwelling unit which may pose a safety or might be suffered health hazard to TENANT(S) or incurred by any Indemnified Party under any such Lease other persons and/or TENANT(S) actions or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part inactions are causing a condition which is conducive to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmold growth.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, records and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR, includingAND TO HOLD BENEFICIARY HARMLESS FROM, without limitationANY AND ALL LIABILITY, LOSS OR DAMAGE (INCLUDING REASONABLE ATTORNEYS’ FEES), WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN ANY SUCH LEASE; PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY SHALL NOT APPLY TO ANY ACT OR OMISSION OF BENEFICIARY OCCURRING AFTER BENEFICIARY BECOMES THE OWNER OF, OR TAKES POSSESSION OF, THE PROPERTY. Should Beneficiary incur any such liability, loss or damage, the right to rent the same for the account of Mortgagor and to deduct from such Rents all amount thereof, including costs, expensesexpenses and reasonable attorneys’ fees, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear together with interest thereon from the date of expenditure until paid at the Default Rate as specified in rate borne by the NoteTranche A Loans, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try titlebe secured hereby, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Grantor shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, reimburse Beneficiary therefor immediately upon demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, obligation or responsibility upon any Indemnified Party Beneficiary for the control, care, management, leasing, leasing or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Beneficiary responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any Hazardous Substances in, on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, ratifies and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Section are available under and governed by the real property laws of Texas and are not governed by the personal property laws of Texas, including the power to dispose of personal property in a commercially reasonable manner under the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to retain personal property under the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Liabilities and the value of said consideration shall be treated like any other payment against the Liabilities.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showings, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. If LANDLORD cannot gain access after prior notice of entry for an inspection, repair or other purpose is provided; TENANT will be responsible for service charge expense, as additional rent. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its AGENT, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the lease, shall owe no further rent due under the terms of the lease. In such case, TENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, damage, destruction or lease termination. In the event of any vandalism or other intentional damage on the premises, LANDLORD is not responsible for the replacement or repair of any damaged items, including but not limited to windows, screens, doors or locks. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT shall both install and take exclusive possession down same in the event there is a hurricane or tropical storm watch or warning in effect and/or at the request of the Mortgaged Property and of all booksLANDLORD. If TENANT is unable to perform this task for any reason, recordsXXXXXX agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect; LANDLORD has the right, and accounts relating thereto and but not the obligation, to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, install shutters or preservation of the Mortgaged Property, including, without limitation, take other protective actions. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and premises in the event a licensed mold inspector believes that there is mold or mildew present in the dwelling unit which may pose a safety or health hazard to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protectingTENANT(s) or other persons, or preserving if it is determined by an HVAC professional or air quality specialist that TENANT is failing to use the Mortgaged Property air conditioning adequately or causing other conditions conducive to mold or mildew growth. LANDLORD shall have the right to terminate the lease agreement by giving the TENANT no less than 7 days’ written notice and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable hold TENANT responsible for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is damages caused by the willful misconduct mold or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmildew.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless indemnify the Indemnified Parties (as defined in Section 23 below) from for, and againstto hold the Indemnified Parties harmless from, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to the extent provided under Section 23 belowMortgagor shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, records and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR, includingAND TO HOLD BENEFICIARY HARMLESS FROM, without limitationANY AND ALL LIABILITY, LOSS OR DAMAGE (INCLUDING REASONABLE ATTORNEYS’ FEES), WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN ANY SUCH LEASE; PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY SHALL NOT APPLY TO ANY ACT OR OMISSION OF BENEFICIARY OCCURRING AFTER BENEFICIARY BECOMES THE OWNER OF, OR TAKES POSSESSION OF, THE PROPERTY. Should Beneficiary incur any such liability, loss or damage, the right to rent the same for the account of Mortgagor and to deduct from such Rents all amount thereof, including costs, expensesexpenses and reasonable attorneys’ fees, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear together with interest thereon from the date of expenditure until paid at the Default Rate as specified in rate borne by the NoteSecurities, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try titlebe secured hereby, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Grantor shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, reimburse Beneficiary therefor immediately upon demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, obligation or responsibility upon any Indemnified Party Beneficiary for the control, care, management, leasing, leasing or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Beneficiary responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any Hazardous Substances in, on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, ratifies and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Section are available under and governed by the real property laws of Texas and are not governed by the personal property laws of Texas, including the power to dispose of personal property in a commercially reasonable manner under the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to retain personal property under the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Liabilities and the value of said consideration shall be treated like any other payment against the Liabilities.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee The Administrative Agent may, prior with or subsequent to the institution without process of any foreclosure proceedingslaw, enter upon the Mortgaged Property, or any part thereof, and take exclusive and peaceful possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from the Mortgagor any and all rights which the Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to make repairs and alterations to the Property as the Administrative Agent deems necessary or desirable and the right to rent the same for the account of the Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Administrative Agent in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property (including, without limitation, altering or repairing the Property) and to apply the remainder of such Rents on the Debt in such manner as Mortgagee the Administrative Agent may elect. All such costs, expenses, and liabilities incurred by Mortgagee the Administrative Agent in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property (including, without limitation, altering or repairing the Property), if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by the Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtSecured Obligations . If Mortgagee elects Upon such entry, the Mortgagor will pay over to enter the Mortgaged Property as provided for hereinAdministrative Agent all security deposits and will cooperate in all reasonable ways in the Administrative Agent’s collection of rents, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees execution of a written notice to each lessee or occupant directing that rent be paid directly to the Administrative Agent. The Administrative Agent shall not be accountable for more monies than it actually receives from the Property, nor shall it be liable for failure to collect rents or enforce other obligations. The Administrative Agent reserves within its own discretion the right to determine the method of collection and disbursements) the extent to which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof enforcement of collection of delinquent rents or the exercise eviction of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowdelinquent tenants is prosecuted. Nothing in this subsection Subsection 7.1(b) shall impose any duty, obligation, or responsibility upon the Administrative Agent or any Indemnified Secured Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer Administrative Agent or any Secured Party responsible or liable for any waste committed on the Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. The Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Administrative Agent with respect to the Mortgaged Property taken under this subsection. Entry under this Section shall not operate to release the Mortgagor from any sums to be paid or covenants or agreements to be performed under this Mortgage.

Right of Entry. Subject Landlord and its authorized representatives shall have the right, subject to Tenant’s reasonable operating and security procedures, to enter the Premises at any applicable lawtime during the term of this Lease, provided that after the license granted to Mortgagor under Section 45 below Rent Commencement Date, such entry shall automatically be revoked made only during normal business hours and Mortgagee mayupon not less than one (1) business day’s prior notice, prior or subsequent to except in the institution case of emergency (in which event no notice shall be required and entry may be made at any foreclosure proceedingstime), enter upon for the Mortgaged Property, or any part thereof, purpose of inspecting and take exclusive possession determining the condition of the Mortgaged Property Premises and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Building or for any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, other proper purpose including, without limitation, to make repairs, replacements or improvements which Landlord may deem necessary, to show the Premises and Building to prospective purchasers, to show the Premises and Building to prospective tenants (but only during the final year of the term of this Lease, except that in the case of the initial term or first extended term [if applicable] of this Lease, such period shall instead begin only on the earlier of the date nine (9) months prior to expiration of such initial term or first extended term of this Lease or the date [if any] on which Tenant informs Landlord in writing that Tenant does not intend to exercise its renewal right under Section 2.6 hereof as of the end of such initial term or first extended term of this Lease, but in no event earlier than one (1) year prior to rent the same for the account scheduled expiration date of Mortgagor such initial term or first extended term of this Lease), and to deduct from such Rents all costs, expenses, and liabilities post notices of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may electnonresponsibility. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Landlord shall not be liable for any inconvenience, annoyance, disturbance, loss sustained by Mortgagor resulting from any failure of business, quiet enjoyment or other damage or loss to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or Tenant by reason hereof of making any repairs or performing any work upon the Building or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, Center or by reason of erecting or maintaining any alleged protective barricades in connection with any such work, and the obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained Tenant under this Lease shall not thereby be affected in any such Lease as and manner whatsoever, provided, however, Landlord shall use reasonable efforts to minimize the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior inconvenience to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionTenant’s normal business operations caused thereby.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1(b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Lender incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, the Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsectionsubparagraph, the Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of the Mortgagee, its agents, employees or officers, nor shall the Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyindemnify the Mortgagee for, defend and to hold the Mortgagee harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Mortgagee under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against the Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease. Should the Mortgagee incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to Xxxxxxxxx shall reimburse the extent provided under Section 23 belowMortgagee therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Mortgagee for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer of title to Mortgagee responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionsubparagraph.

Right of Entry. Subject In connection with FirstWorld's use of the Leased Premises, Irvine hereby agrees to any applicable law, the license granted permit FirstWorld to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon such portions of the Mortgaged Propertyreal property owned by Irvine within the Spectrum from time to time and not leased to third parties (unless FirstWorld obtains the consent of such third parties to such entry), or any part thereofinto such easement areas as to which easements are held by Irvine which permit Irvine to allow a third party access over the same, and take exclusive possession of the Mortgaged Property and of all booksas may be designated by Irvine from time to time upon request by FirstWorld for such entry, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account purposes of Mortgagor and to deduct from such Rents all costsinstalling, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managingmaintaining, operating, maintainingrepairing, protectingreplacing and augmenting the Conduit, the Cable and the Irvine Networks. Irvine will not unreasonably withhold, condition or preserving delay its consent to any entry by FirstWorld upon real property owned by Irvine or into easement areas held by Irvine, where such entry is required by FirstWorld as an access route to allow FirstWorld to install the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may electIrvine Networks. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to To the extent provided under Section 23 below. Nothing in this subsection shall impose any dutythat Irvine is permitting FirstWorld to utilize easement rights held by Irvine, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of FirstWorld agrees to be bound by the terms and conditions of any said easements, insofar as they pertain to FirstWorld's utilization of the same, and Irvine shall provide FirstWorld with a copy of the instrument creating such Lease prior to the transfer of title to the Mortgaged Property easement upon FirstWorld's request. FirstWorld agrees that as to any Indemnified Party real property which Irvine permits FirstWorld to enter upon pursuant to this Section 2.8, FirstWorld will not unreasonably interfere with the use of such real property by foreclosurethe owner, deed-in-lieu lessee or occupant thereof. FirstWorld shall have the right to rely upon Irvine's statement that it owns a parcel of real property or holds ----------------- *** CONFIDENTIAL TREATMENT REQUESTED particular easement rights. The right of entry contemplated in this Section 2.8, exercise is not intended to address the facilities which FirstWorld anticipates it will require for installation of power of sale or otherwise. Mortgagor hereby assents to, ratifiesEquipment at various points along the Irvine Networks, and confirms which FirstWorld refers to as its access nodes. The Parties anticipate that any and all actions of space or facilities required by FirstWorld on Irvine property for the Mortgagee with respect same will be leased by FirstWorld from Irvine separately from this Agreement upon terms to be agreed to between the Mortgaged Property taken under this subsectionParties.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, the Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsectionsubparagraph, the Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of the Mortgagee, its agents, employees or officers, nor shall the Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyindemnify the Mortgagee for, defend and to hold the Mortgagee harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Mortgagee under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against the Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease. Should the Mortgagee incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to Mortgagor shall reimburse the extent provided under Section 23 belowMortgagee therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Mortgagee for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer of title to Mortgagee responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionsubparagraph.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ ' fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its AGENT, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the Mortgaged Property and of all bookslease, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to shall owe no further rent due under the management, possession, operation, protection, or preservation terms of the Mortgaged Propertylease. In such case, includingTENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, without limitationdamage, destruction or lease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT will install same if there is a hurricane or tropical storm watch or warning in effect and/or at the request of the LANDLORD. If TENANT is unable to perform this task for any reason, TENANT agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and premises in the event LANDLORD in its sole judgment feels that either there is mold or mildew present in the dwelling unit which may pose a safety or health hazard to deduct from such Rents all costs, expensesTENANT(s) or other persons and/or TENANT(s) actions or inactions are causing a condition which is conducive to mold growth. In the event it is determined by an HVAC or mold professional that TENANT is failing to use the air conditioning, and liabilities of every character incurred this is causing mold or mildew, LANDLORD shall have the right to terminate the lease agreement by giving the Mortgagee in collecting such Rents TENANT no less than 7 Days’ Notice and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable hold TENANT responsible for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is damages caused by the willful misconduct mold or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmildew.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showings, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. If LANDLORD cannot gain access after prior notice of entry for an inspection, repair or other purpose is provided; TENANT will be responsible for service charge expense, as additional rent. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its AGENT, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the lease, shall owe no further rent due under the terms of the lease. In such case, TENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, damage, destruction or lease termination. In the event of any vandalism or other intentional damage on the premises, LANDLORD is not responsible for the replacement or repair of any damaged items, including but not limited to windows, screens, doors or locks. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT shall both install and take exclusive possession down same in the event there is a hurricane or tropical storm watch or warning in effect and/or at the request of the Mortgaged Property and of all booksLANDLORD. If TENANT is unable to perform this task for any reason, recordsTENANT agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect; LANDLORD has the right, and accounts relating thereto and but not the obligation, to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, install shutters or preservation of the Mortgaged Property, including, without limitation, take other protective actions. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and premises in the event a licensed mold inspector believes that there is mold or mildew present in the dwelling unit which may pose a safety or health hazard to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protectingTENANT(s) or other persons, or preserving if it is determined by an HVAC professional or air quality specialist that TENANT is failing to use the Mortgaged Property air conditioning adequately or causing other conditions conducive to mold or mildew growth. LANDLORD shall have the right to terminate the lease agreement by giving the TENANT no less than 7 days’ written notice and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable hold TENANT responsible for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is damages caused by the willful misconduct mold or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmildew.

Right of Entry. Subject In addition to any applicable lawother rights of ExxonMobil under this Agreement, BFA Holder permits, and shall cause its Franchise Dealers to permit, ExxonMobil, it’s Affiliates and their respective employees, agents, vendors, contractors and representatives (a) to access, analyze and reproduce books, records, correspondence, receipts, and data of BFA Holder or its Franchise Dealers pertaining to activities undertaken pursuant to this Agreement, and (b) to enter, during normal operating hours, any BFA Holder Branded Outlet(s) and other places where BFA Holder or any of its Franchise Dealers conduct any Business to enforce ExxonMobil’s rights and remedies under this Agreement, including examining (to include video, photographic, digital, audio and other recordings), testing and sampling of all properties, tanks, containers, pumps and delivery truck tanks, and taking other action, for purposes of preserving the license granted integrity of the Proprietary Marks, performing product quality inspections and determining BFA Holder’s compliance with this Agreement (including compliance with the terms of Sections 3 and 4). If, in the sole opinion of ExxonMobil, any samples thus taken are not Products or any document or record shows BFA Holder has failed to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee comply with its obligations hereunder (or failed to cause any Franchise Dealer to so comply), ExxonMobil may, prior at its sole option, debrand the BFA Holder Branded Outlet(s) in question or subsequent cancel and terminate this Agreement and the Franchise Relationship. ExxonMobil shall provide notice to BFA Holder of entry at an License Branded Outlet, except in the institution case of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, such entry in connection with ExxonMobil’s product quality inspections. BFA Holder shall preserve and take exclusive possession of the Mortgaged Property and of shall cause its Franchise Dealers to preserve all books, records, correspondence, receipts and accounts relating thereto and data pertaining to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee activities undertaken pursuant to this subsectionAgreement for a period of three (3) years. BFA Holder agrees to include necessary provisions in its contracts with Franchise Dealers that shall assure access by ExxonMobil or its representatives to the applicable records of the Franchise Dealers. BFA Holder’s obligation to preserve all books and records, Mortgagee and ExxonMobil’s right to access and reproduce such books and records shall extend for a period of three (3) years after the termination of this Agreement. ExxonMobil shall not be liable to BFA Holder or any Franchise Dealer for any loss sustained by Mortgagor resulting from interference with any failure to let the Mortgaged Property, Business of BFA Holder or its Franchise Dealers as a result of ExxonMobil’s entry on any BFA Holder Branded Outlet(s) and other places where BFA Holder or any part thereofof its Franchise Dealers conduct any Business, or from including any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated entry pursuant to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below26(f) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionhereof.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on account of the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, title and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnify, defend and hold harmless indemnify the Indemnified Parties (as defined in Section 23 below) from for, and againstto hold the Indemnified Parties harmless from, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) damage which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease, nor shall it operate to the transfer of title to the Mortgaged Property to make any Indemnified Party responsible or liable for any waste committed on the Property by foreclosurethe tenants or by any other parties, deed-in-lieu thereoffor any hazardous substances or environmental conditions on or under the Property, exercise for any dangerous or defective condition of power the Property or for any negligence in the management, leasing, upkeep, repair, or control of sale the Property resulting in loss or otherwiseinjury or death to any tenant, licensee, employee, or stranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable lawLandlord, the license granted to Mortgagor under Section 45 below its agents and employees, shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, have the right to rent enter the same for the account of Mortgagor and Premises from time to deduct from such Rents all coststime at reasonable times following reasonable advance notice to Tenant (except in situations where emergency repairs are necessary, expensesin which event no notice shall be required, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and provided that Landlord shall reasonably endeavor to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion provide Tenant with telephonic notice of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one occurrence or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions necessity of any such Lease prior emergency repairs as soon as reasonably possible before or after same are undertaken) to examine the transfer of title same, show them to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifiesprospective purchasers and other persons, and confirms make such repairs, alterations, improvements or additions as Landlord deems reasonably desirable. Base Rent shall not xxxxx while any such repairs, alterations, improvements or additions are being made, provided that improvements or additions shall be located in a manner which does not materially interfere with Tenant's use of the Premises as contemplated hereunder. During the last six (6) months of the Lease Term, provided Tenant has not delivered notice of its intent to exercise a renewal option and Tenant is not in default of this Lease beyond any applicable cure period, Landlord may exhibit the Premises to prospective tenants and maintain upon the Premises such notices reasonably deemed advisable by Landlord. In addition, during any apparent emergency, Landlord or its agents may enter the Premises forcibly without liability therefor and without in any manner affecting Tenant's obligations under this Lease. Nothing herein contained, however, shall be deemed to impose upon Landlord any obligations, responsibility or liability whatsoever, for any care, maintenance or repair except as otherwise herein expressly provided. Landlord agrees to exercise its rights hereunder so as to cause as little interruption with Tenant's business as is reasonably possible under the circumstances. If any such entry and/or activity (i) was not necessitated by Tenant's act or omission, and (ii) shall continue for more than forty-eight (48) hours, and (iii) shall preclude Tenant from conducting its business within the Premises, then the Base Rent (and all actions Additional Rent and other charges hereunder) shall be proportionately abated commencing after 48 consecutive hours of the Mortgagee with respect to the Mortgaged Property taken under this subsectionsuch interruption.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. If LANDLORD cannot gain access after prior notice of entry for an inspection, repair or other purpose is provided; TENANT will be responsible for service charge expense, as additional rent. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its AGENT, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the Mortgaged Property and of all bookslease, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to shall owe no further rent due under the management, possession, operation, protection, or preservation terms of the Mortgaged Propertylease. In such case, includingTENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, without limitationdamage, destruction or lease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT will install same if there is a hurricane or tropical storm watch or warning in effect and/or at the request of the LANDLORD. If TENANT is unable to perform this task for any reason, TENANT agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and premises in the event LANDLORD in its sole judgment feels that either there is mold or mildew present in the dwelling unit which may pose a safety or health hazard to deduct from such Rents all costs, expensesTENANT(s) or other persons and/or TENANT(s) actions or inactions are causing a condition which is conducive to mold growth. In the event it is determined by an HVAC or mold professional that TENANT is failing to use the air conditioning, and liabilities of every character incurred this is causing mold or mildew, LANDLORD shall have the right to terminate the lease agreement by giving the Mortgagee in collecting such Rents TENANT no less than 7 Days’ Notice and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable hold TENANT responsible for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is damages caused by the willful misconduct mold or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmildew.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below Error! Reference source not found. hereof shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject Tenant shall permit Landlord and Landlord's representatives, agents and employees to any applicable lawenter the Premises at all reasonable times (provided, the license granted however, that Landlord agrees to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, provide at least twenty-four (24) hours prior or subsequent notice to the institution manager on duty (which notice may be oral) of Landlord's intent to enter any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession non-public area of the Mortgaged Property and Premises) except in case of all booksemergency (in which case no notice shall be required), records, and accounts relating thereto and to exercise without interference from Mortgagor for any and all rights which Mortgagor has business purpose with respect to the management, possession, operation, protection, or preservation of the Mortgaged Propertyout prior notice, including, without limitationbut not limited to, inspecting the right Premises, showing the Premises to rent prospective purchasers, tenants and Fee Mortgagees, making any repairs or replacements or performing any maintenance, performing any work on the same for the account of Mortgagor Premises that Landlord may consider necessary to prevent or cure deterioration, waste or unsafe conditions, and to deduct from such Rents all costs, expenses, and liabilities otherwise enforce or carry out any provision of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowLease. Nothing in this subsection Section shall imply or impose any duty, obligationduty or obligation upon Landlord to enter upon the Premises at any time for any purpose, or responsibility upon to inspect the Premises at any Indemnified Party for the control, care, management, leasingtime, or repair to perform, or pay the cost of, any work which Tenant is required to perform under any provision of this Lease, and Landlord has no such duty or obligation. Additionally, Landlord shall have the right to access the Premises to conduct from time to time an ADA inspection or audit of the Mortgaged PropertyPremises, nor for and Tenant agrees to cooperate in the carrying out conduct of any such investigation or audit. If Landlord has received prior notice of such ADA inspection or audit, or of the terms need for such ADA inspection or audit, Landlord agrees to give Tenant advance notice thereof (which notice may be oral). If the investigation or audit detects a violation of Tenant's obligation to keep the Premises in compliance with the requirements of the ADA after notice by Landlord or citation or other action by a Governmental Authority, then Tenant shall bear the cost and conditions take whatever action is necessary to bring the Premises into compliance, and any out-of-pocket fee or cost incurred by Landlord for such investigation or audit shall be borne by Tenant and shall be paid by Tenant as Additional Rent under this Lease on demand by Landlord. Further, if Tenant fails to keep the Premises in compliance with the requirements of any such Lease prior the ADA, Landlord may take whatever action is necessary to bring the Premises into compliance, and Tenant agrees to provide Landlord access to the transfer of title Premises and pay, as Additional Rent, all costs incurred by Landlord in bringing the Premises into ADA compliance. Landlord, however, shall have no affirmative obligation to bring the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, Premises into ADA compliance and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionnothing herein shall be construed as creating such an obligation on Landlord.

Right of Entry. Subject to any applicable lawLandlord and its agents and representatives shall have the right, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee mayat all reasonable times, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt but in such manner as Mortgagee may elect. All such coststo cause as little disturbance to Tenant as reasonably practicable, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as Premises for purposes of inspection, to post notices of non-responsibility, to protect the interest of Landlord in the Premises, to supply janitorial service and any other services to be provided by Landlord hereunder, to perform all required or permitted work therein, including the erection of scaffolding, props and other mechanical devices for the purpose of making alterations, repairs or additions to the Premises or the Building which are provided for herein, Mortgagee may invoke any in this Lease or required by law and all legal remedies to dispossess Mortgagorperform environmental or other testing of the Premises or the Building Property. Locks to the Premises, including specifically one interior areas, shall be keyed consistent with the keying system for the Building. Landlord and its agents and representatives shall also have the right, at all reasonable times, to show the Premises to prospective tenants (during the last year of this Lease), lessors of superior leases, mortgagees, prospective mortgagees or more actions for prospective purchasers of the Building. No such entry shall be construed under any circumstances as a forcible or unlawful entry and detainerinto, trespass to try titleor a detainer of, the Premises, or an eviction of Tenant, and restitutionTenant hereby waives any claim against Landlord or its agents or representatives for damages for any injury or inconvenience to or interference with, Tenant’s business or quiet enjoyment of the Premises. Notwithstanding the foregoing, Landlord shall have access to the Premises for the purposes described in this Section 15.1, provided that (a) Landlord’s activities hereunder will not unreasonably interfere with or adversely affect Tenant’s use of the Premises, (b) Landlord will provide to Tenant reasonable advance notice of any entry to the Premises, and (c) nothing will be done hereunder that would permanently alter the aesthetics or the utility of the Premises for Tenant’s permitted use without Tenant’s prior written consent. In connection entering the Premises, Landlord shall use all efforts to minimize any interference with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission disruption of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionTenant’s operations.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession possession, of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, -possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove herein above provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless indemnify the Indemnified Parties (as defined in Section 23 below) from for, and againstto hold the Indemnified Parties harmless from, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to the extent provided under Section 23 belowXxxxxxxxx shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject Landlord and its designees shall have the right to enter the Premises (other than the Secured Areas) (a) at any applicable lawtime during Business Hours in order to perform its obligations or to exercise any right or remedy reserved to it in or under this Lease, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or (b) any part thereofof the Premises for any other commercially reasonable reason on two (2) Business Days advance notice (or in the event of an emergency, at any time without prior notice to Tenant, in which event Landlord shall give Tenant notice of such emergency access as promptly as reasonably practicable thereafter) and to inspect the same, post notices of non-responsibility, post notices required by Applicable Laws, exhibit the Premises to prospective purchasers and mortgagees, and take exclusive possession examine Tenant’s maintenance and service contracts pertaining to Tenant’s use of the Mortgaged Property Premises under the terms of this Lease, insurance policies, certificates of occupancy and of all booksother documents, records, records and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has permits in Tenant’s possession with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NotePremises, all of which shall constitute a portion be customary and adequate and reasonably satisfactory to Landlord and to perform Site Assessments; provided, that, in all cases, Landlord uses commercially reasonable efforts to minimize interference with the use and occupancy of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try titlePremises, and restitutionthat Landlord and its designees are accompanied by a designated representative of Tenant (Tenant agreeing that it shall make such representative reasonably available). In connection with any action taken by Except as otherwise expressly provided in this Lease, and except as arising from Landlord’s negligence (subject to the Mortgagee pursuant to this subsectionwaiver of subrogation provisions of Article 7) or willful misconduct, Mortgagee Landlord shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Propertyinconvenience, annoyance, disturbance, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated damage to perform or discharge any obligation, duty, or liability under any Lease or under or Tenant by reason hereof of making such entry on the Premises and the obligations of Tenant under this Lease shall not thereby be affected in any manner whatsoever. Notwithstanding any of the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (includingPremises which may include, without limitation, reasonable attorneys’ fees technology rooms and disbursementsprimary computer equipment rooms (“Secured Areas”) which may or might shall be suffered or incurred locked and/or inaccessible to persons unauthorized by any Indemnified Party under any Tenant and such Lease or under or by reason hereof or Secured Areas will not be made available to Landlord except in the exercise case of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionan emergency.

Right of Entry. Subject Landlord reserves and shall at all reasonable times have the right to enter the Leased Premises to inspect the same, to supply any applicable lawservice to be provided by Landlord to Tenant hereunder, and to alter, improve, or repair the license granted Leased Premises and any portion of the Leased Premises without abatement of rent, and may for that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Leased Premises where required by the character of the work to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee mayperformed, prior or subsequent provided entrance to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereofLeased Premises shall not be denied Tenant, and take exclusive possession further provided that the business of Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages for any inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Mortgaged Property and of all books, recordsLeased Premises, and accounts relating thereto any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to exercise without interference from Mortgagor unlock all of the doors and gates in, upon or about any portion of the Leased Premises, and Landlord shall have the right to use any and all rights means which Mortgagor has with respect Landlord may deem necessary or proper to open such doors or gates in an emergency in order to obtain entry. Any entry to the management, possession, operation, protectionLeased Premises shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or preservation of the Mortgaged Property, including, without limitationa detainer of, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protectingLeased Premises, or preserving the Mortgaged Property and to apply the remainder an eviction, of such Rents on the Debt in such manner as Mortgagee may electTenant. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, Tenant shall permit Landlord (or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects its designees) to enter the Mortgaged Property as provided for hereinLeased Premises to erect, Mortgagee may invoke any use, maintain, replace and all legal remedies repair, pipes, cables, conduits, plumbing, vents and telephone, electric and other wires or other items, in, to dispossess Mortgagorand through the Leased Premises, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, that Landlord may now or responsibility upon any Indemnified Party hereafter deem to be necessary or appropriate for the control, care, management, leasing, or repair proper operation and maintenance of the Mortgaged PropertyLeased Premises. All such work shall be done, nor for the carrying out of any so far as practicable, in such manner as to minimize interference with Tenant's use of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionLeased Premises.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Subsection 10.1(b). Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Lender incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject Landlord or Landlord's agents shall have the right to any applicable lawenter the Leased Premises at all times (except that, unless such entry is on an emergency basis, Landlord agrees to give Tenant at least 24 hours' notice) to examine same, and to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. Landlord shall be allowed to take all material into and upon the license granted to Mortgagor under Section 45 below Leased Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall automatically be revoked and Mortgagee mayin no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the six (6) months prior or subsequent to the institution expiration of the term of this Lease or any foreclosure proceedingsrenewal term, enter Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Mortgaged PropertyLeased Premises the usual notices "To Let" or "For Sale" which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into said Leased Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agent may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agents liable therefor, and without in any matter affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner except as Mortgagee may electotherwise herein specifically provided. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.INTIALS: LANDLORD RB TENANT DL

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, Lender may enter upon the Mortgaged Property, or any part thereof, and -------------- take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, . Lender shall have the right to rent the same Mortgaged Property for the account of Mortgagor Borrower, for any term, including beyond the discharge or foreclosure of this Mortgage, and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on to the Debt Indebtedness in such manner as Mortgagee Lender may elect. All such costs, expenses, expenses and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged PropertyLender, if not paid out of Rents as hereinabove providedRents, shall constitute a demand obligation owing by Mortgagor part of the Indebtedness and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the DebtRate. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree If necessary to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of possess the Mortgaged Property, nor Lender may invoke any legal remedies to dispossess Borrower, including actions for the carrying out of any of the terms forcible entry and conditions of any such Lease prior detainer, trespass to the transfer of try title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionrestitution.

Right of Entry. Subject to Nevada Gaming Laws, Landlord and its authorized agents and representatives shall be entitled to enter the Leased Property at any applicable lawreasonable time for the purpose of (a) observing, posting or keeping posted thereon notices provided for hereunder, and such other notices as Landlord may deem necessary or appropriate for protection of Landlord, its interest or the license granted Leased Property, (b) inspecting the Leased Property or any portion thereof, (c) inspecting the Leased Property relative to Mortgagor under Section 45 below shall automatically be revoked concerns over use, storage or disposal of Hazardous Materials, and Mortgagee may, prior or subsequent (d) making repairs to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, Leased Property or any part thereof, and take exclusive possession other portion of the Mortgaged Property Hotel and of all books, records, and accounts relating thereto and performing any work therein or thereon which Landlord may elect or be required to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Propertymake hereunder, including, without limitation, Landlord’s maintenance and repairs, or which may be necessary to comply with any Applicable Laws or any applicable standards that may, from time to time, be established by an insurer, or which Landlord may deem necessary or appropriate to prevent waste, loss, damage or deterioration to or in connection with the Leased Property or any other portion of the Hotel or for any lawful purpose. In no event shall Landlord have access to any area for which access is restricted in accordance with Nevada Gaming Laws, except pursuant to such laws. Except in emergency situations, Landlord shall give Tenant at least twenty-four (24) hours prior notice of entry. Landlord shall have the right to rent the same for the account of Mortgagor and use any means which Landlord may deem proper to deduct from such Rents open all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified doors in the Note, all of which shall constitute a portion of Leased Property in an emergency. Entry into the Debt. If Mortgagee elects to enter the Mortgaged Leased Property as provided for herein, Mortgagee may invoke obtained by Landlord by any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee such means shall not be liable for any loss sustained by Mortgagor resulting from any failure deemed to let be forcible or unlawful entry into, or a detainer of, the Mortgaged Leased Property, or an eviction of Tenant from the Leased Property or any part thereof, portion thereof or from otherwise subject Landlord to any other act or omission of Mortgagee liability in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, connection therewith (and Tenant hereby waives any Claims against Landlord and its agents, employees and contractors arising in connection therewith). Nothing contained herein shall impose or officersbe deemed to impose any duty on the part of Landlord to do any work or repair, nor shall Mortgagee be obligated to perform maintenance, reconstruction or discharge any obligationrestoration, duty, or liability which under any provision of this Lease or under or is required to be done by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifiesTenant, and confirms any and all actions the performance thereof by Landlord shall not constitute a waiver of Tenant’s default in Tenant’s failure to do the Mortgagee with respect to the Mortgaged Property taken under this subsectionsame.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee the Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyEXCEPT FOR THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstBORROWER SHALL AND DOES HEREBY AGREE TO INDEMNIFY LENDER FOR, any and all liabilityAND TO HOLD LENDER HARMLESS FROM, claimANY AND ALL LIABILITY, demandLOSS, lossOR DAMAGE, damageWHICH MAY OR MIGHT BE INCURRED BY LENDER UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, cost or expense (includingAND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON LENDER'S PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, without limitationCOVENANTS, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunderOR AGREEMENTS CONTAINED IN ANY SUCH LEASE. SHOULD LENDER INCUR ANY SUCH LIABILITY, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the termsTHE AMOUNT THEREOF, covenantsINCLUDING WITHOUT LIMITATION, or agreements contained in any such Lease as and to the extent provided under Section 23 belowCOSTS, EXPENSES, AND REASONABLE ATTORNEYS' FEES, TOGETHER WITH INTEREST THEREON FROM THE DATE OF EXPENDITURE UNTIL PAID AT THE DEFAULT RATE, SHALL BE SECURED HEREBY, AND BORROWER SHALL REIMBURSE LENDER THEREFOR IMMEDIATELY UPON DEMAND. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Lender responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to the Lender and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to the Lender. The remedies in this Article VII are available under and governed by the real property laws of Texas and, except as described in SECTION 7.1(G) hereof, are not governed by the personal property laws of Texas, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the Code. No action by Lender, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.620 of the Code. Any receipt of consideration received by Lender pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation reservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on to the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or and/or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyindemnify Mortgagee for, defend and to hold Mortgagee harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Mortgagee under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as (provided, however, such indemnification and hold harmless shall exclude matters that arise solely due to the extent provided under Section 23 belowgross negligence or willful miscooduct of Mortgagee). Should Mortgagee incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and Mortgagor shall reimburse Mortgagee therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Mortgagee for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Mortgagee responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the Mortgaged Property and opinion of all booksLANDLORD or its agent, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect that TENANT must vacate the premises in order for repairs to the managementpremises to be undertaken, possessionthis lease shall, operationat LANDLORD'S option and upon 7 days written notice to TENANT, protectioncease and shall terminate, or preservation of the Mortgaged Property, including, without limitation, the right TENANT agrees to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, shall vacate and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged PropertyTENANT, if not paid out in default of Rents as hereinabove providedthe lease, shall constitute a demand obligation owing by Mortgagor and shall bear interest from owe no further rent due under the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion terms of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitutionlease. In connection with any action taken by the Mortgagee pursuant to this subsectionsuch case, Mortgagee shall not be liable TENANT hereby waives all claims against LANDLORD for any loss sustained damages suffered by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, losscondemnation, damage, cost destruction or expense (includinglease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, without limitation, reasonable attorneys’ fees and disbursements) which may TENANT will install same if there is a hurricane or might be suffered tropical storm watch or incurred by any Indemnified Party under any such Lease warning in effect and/or at the request of the property manager or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part owner. If TENANT is unable to perform this task for any reason, TENANT agrees to notify property manager or discharge owner as soon as any of the terms, covenants, storm watch or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionwarning is placed into effect.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Borrower and to apply the remainder of such Rents on the Debt as provided in such manner as Mortgagee may electArticle IX hereof. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove providedset forth in Section 9.3 hereof, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteInterest Rate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyBORROWER SHALL AND DOES HEREBY AGREE TO INDEMNIFY LENDER FOR, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstAND TO HOLD LENDER HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY LENDER UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE. Should Lender incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, and reasonable attorneys’ fees ' fees, together with interest thereon from the date of expenditure until paid at the Default Interest Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowBorrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Lender responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous or environmentally sensitive substance in, on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Lender and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Lender. The remedies in this Article VII are available under and governed by the real property laws of Connecticut and are not governed by the personal property laws of Connecticut, in accordance with the provisions of Section 9.604 of the Code, including, the power to dispose of personal property in a commercially reasonable manner under Section 9.627 of the Code or the application of proceeds under Section 9.615 of the Code. No action by Lender taken pursuant to this subsection shall be deemed to be an acceptance of collateral in satisfaction of obligations under Section 9.620 of the Code. Any receipt of consideration received by Lender pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from apply such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee as provided in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may electSection 6.8 hereof. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtSecured Obligations. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. MORTGAGOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY MORTGAGEE FOR, AND TO HOLD MORTGAGEE HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY MORTGAGEE UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST MORTGAGEE BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE (EXCLUDING ANY LIABILITY, LOSS OR DAMAGE CAUSED BY MORTGAGEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). Should Mortgagee incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, reimburse Mortgagee therefor immediately upon demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Mortgagee for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Mortgagee responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to -------------- the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Trustor any and all rights which Mortgagor Trustor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor Trustor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Trustor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee Beneficiary elects to enter the Mortgaged Property as provided for herein, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorTrustor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee Beneficiary shall not be liable for any loss sustained by Mortgagor Trustor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of MortgageeBeneficiary, its agents, employees or officers, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Trustor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ ' fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, in each case, as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease Lease, prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor , Trustor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject LANDLORD, upon reasonable notice by telephone, hand-delivery or posting to any applicable lawTENANT, has the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent right of entry to the institution of any foreclosure proceedingspremises for showing, enter upon the Mortgaged Propertyrepairs, appraisals, inspections, or any part thereofother reason. LANDLORD has immediate right of entry in cases of emergency, or to protect or preserve the premises. TENANT shall not alter or add locks without prior written consent. If consent is given, TENANT must provide LANDLORD with a key to all locks. LANDLORD may place "For Sale" or "For Rent" signs on the premises at any time. CONDEMNATION, DAMAGE TO PREMISES, ACTS OF GOD and take exclusive possession TERMINATION: If for any reason the premises are condemned by any governmental authority, destroyed, rendered uninhabitable, rendered dangerous to persons or property, and/or damaged through fire, water, smoke, wind, flood, act of God, nature or accident, or, if it becomes necessary, in the opinion of LANDLORD or its AGENT, that TENANT must vacate the premises in order for repairs to the premises to be undertaken, this lease shall, at LANDLORD'S option and upon 7 days written notice to TENANT, cease and shall terminate, TENANT agrees to and shall vacate and TENANT, if not in default of the Mortgaged Property and of all bookslease, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to shall owe no further rent due under the management, possession, operation, protection, or preservation terms of the Mortgaged Propertylease. In such case, includingTENANT hereby waives all claims against LANDLORD for any damages suffered by such condemnation, without limitationdamage, destruction or lease termination. TENANT agrees that in the event there are hurricane or storm shutters on the premises, TENANT will install same if there is a hurricane or tropical storm watch or warning in effect and/or at the request of the LANDLORD. If TENANT is unable to perform this task for any reason, TENANT agrees to notify LANDLORD as soon as any storm watch or warning is placed into effect. MOLD: LANDLORD reserves the right to rent terminate the same for tenancy and TENANT(s) agree to vacate the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified premises in the Note, all of which shall constitute a portion of event LANDLORD in its sole judgment feels that either there is mold or mildew present in the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) dwelling unit which may pose a safety or might be suffered health hazard to TENANT(s) or incurred by any Indemnified Party under any such Lease other persons and/or TENANT(s) actions or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part inactions are causing a condition which is conducive to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionmold growth.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Subject Property, or any part thereof, and take exclusive possession of the Mortgaged Subject Property and Collateral and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged PropertySubject Property and Collateral, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents Payments all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents Payments and in managing, operating, maintaining, protecting, or preserving the Mortgaged Subject Property and Collateral and to apply the remainder of such Rents Payments on the Debt Secured Obligations in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee the Beneficiary in collecting such Rents Payments and in managing, operating, maintaining, protecting, or preserving the Mortgaged PropertySubject Property and Collateral, if not paid out of Rents Payments as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in rate of interest then applicable on the outstanding principal balance of the Note, all of which shall constitute a portion of the DebtSecured Obligations. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee the Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee the Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Subject Property, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Subject Property and Collateral unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersthe Beneficiary, nor shall Mortgagee the Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyGRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY FOR, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstAND TO HOLD HARMLESS BENEFICIARY FROM, ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE. Should Beneficiary incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, and reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or ' fees, together with interest thereon from the exercise date of rights or remedies hereunder, or by reason expenditure until paid at the rate of any alleged obligations or undertakings interest then applicable on its part to perform or discharge any the outstanding principal balance of the termsNote, covenantsshall be secured hereby, or agreements contained in any such Lease as and to Grantor shall reimburse the extent provided under Section 23 belowBeneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Beneficiary for the control, care, management, leasing, or repair of the Mortgaged PropertySubject Property and Collateral, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Beneficiary responsible or liable for any waste committed on the transfer Subject Property and Collateral by the tenants or by any other parties, or for any environmentally hazardous substances on or under the Subject Property or Collateral, or for any dangerous or defective condition of title to the Mortgaged Subject Property or Collateral or for any negligence in the management, leasing, upkeep, repair, or control of the Subject Property or Collateral resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Subject Property and Collateral taken under this subsection. The remedies in this subsection are in addition to other remedies available to the Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to the Beneficiary. The remedies in this Section 6.2 are available under and governed by the real property laws and by the personal property laws of the state in which the Subject Property is located, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under the UCC. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under the UCC. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Secured Obligations (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Secured Obligations.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee the Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee the Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee the Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Property unless such loss is caused by the gross negligence or willful misconduct or gross negligence of Mortgagee, its agents, employees or officersthe Beneficiary, nor shall Mortgagee the Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Grantor shall and does hereby agree to indemnifyindemnify the Beneficiary for, defend and to hold the Beneficiary harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, damageor damages, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Beneficiary under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunderhereunder (except by reason of Beneficiary’s gross negligence and recklessness), or and from any and all claims and demands whatsoever which may be asserted against the Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should the Beneficiary incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Grantor shall reimburse the Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Beneficiary for the control, care, management, leasing, or repair of the Mortgaged Property, nor for force the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer of title to Beneficiary responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to the Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to the Beneficiary. The remedies in this Article VII are available under and governed by the real property laws of Texas and are not governed by the personal property laws of Texas, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.620 of the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Borrower and to apply the remainder of such Rents on the Debt as provided in such manner as Mortgagee may electArticle IX hereof. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such xxxx Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove providedset forth in the Assignment of Rents, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteInterest Rate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyBORROWER SHALL AND DOES HEREBY AGREE TO INDEMNIFY LENDER FOR, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstAND TO HOLD LENDER HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY LENDER UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE EXCEPT TO THE EXTENT SUCH LIABILITY, LOSS, OR DAMAGE ACCRUES FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. Should Lender incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, and reasonable attorneys’ fees ' fees, together with interest thereon from the date of expenditure until paid at the Default Interest Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowBorrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Lender responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous or environmentally sensitive substance in, on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection. MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING – Page 12 667354; Miami-Dade County – Florida The remedies in this subsection are in addition to other remedies available to the Lender under applicable law and the exercise of the remedies in this subsection shall not be deemed to be an election of any remedies, whether nonjudicial or judicial otherwise available to the Lender. The remedies in this Article VII with respect to the Mortgaged Property located in Florida are available under and governed by the real property laws of Florida, specifically Chapter 702, Florida Statutes, entitled “Florida Foreclosure of Mortgages and Statutory Liens,” including all amendments thereto which may become effective from time to time after the date hereof (the "Act").

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below Landlord and Landlord’s agents and employees shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, have the right to rent enter the same for Premises at any reasonable times including, but not limited to, during the account conduct of Mortgagor Tenant’s Work and/or the right of immediate entry at any time in the case of an emergency or to protect access to the Hotel Complex, to examine the Premises and show them to prospective purchasers and other persons and to deduct from post notices as Landlord may deem reasonably necessary or appropriate for protection of Landlord, Landlord’s interests, the Premises or the Hotel Complex. Landlord shall, in all such Rents all costscases other than emergencies, expensesprovide Tenant with prior written notice of such entry, and liabilities shall permit a representative of every character incurred by Tenant to be present at all such times. Landlord and Landlord’s respective agents and employees shall have the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects further right to enter the Mortgaged Property Premises from time to time at reasonable times and upon prior notice to Tenant to (a) make such repairs, alterations, improvements or additions to the Premises or other portions of the Hotel Complex as provided for Landlord deems desirable or (b) to verify that Tenant is operating in the Premises in compliance with this Lease and the standards set forth herein. Subject to the other provisions of this Lease, Mortgagee Rent shall not axxxx while any such repairs, alterations, improvements, or additions are being made. During the last six (6) months of the Lease Term, Landlord may invoke any and exhibit the Premises to prospective tenants (but Landlord shall, in all legal remedies to dispossess Mortgagorsuch cases, including specifically one or more actions for forcible entry and detainer, trespass to try titleprovide Tenant with prior written notice of such entry, and restitutionpermit a representative of Tenant to be present) and maintain upon the Premises notices deemed advisable by Landlord. In connection with addition, during any action taken by apparent emergency, Landlord or Landlord’s agents may enter the Mortgagee pursuant Premises forcibly without liability therefor and without in any manner affecting Tenant’s obligations under this Lease. Nothing herein contained, however, shall be deemed to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge impose upon Landlord any obligation, duty, responsibility or liability under whatsoever, for any Lease care, maintenance or under or by reason hereof or repair except as otherwise herein expressly provided. Tenant shall ensure that Landlord at all times during the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree Term has the correct keys necessary to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and gain access to the extent provided under Section 23 below. Nothing Premises in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair event of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionan emergency.

Right of Entry. Subject Landlord and its authorized representatives shall have the right, subject to Tenant’s reasonable operating and security procedures, to enter the Premises at any applicable lawtime during the term of this Lease, provided that after the license granted to Mortgagor under Section 45 below Rent Commencement Date, such entry shall automatically be revoked made only during normal business hours and Mortgagee mayupon not less than one (1) business day’s prior notice, prior or subsequent to except in the institution case of emergency (in which event no notice shall be required and entry may be made at any foreclosure proceedingstime), enter upon for the Mortgaged Property, or any part thereof, purpose of inspecting and take exclusive possession determining the condition of the Mortgaged Property Premises and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Building or for any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, other proper purpose including, without limitation, to make repairs, replacements or improvements which Landlord may deem necessary, to show the Premises and Building to prospective purchasers, to show the Premises and Building to prospective tenants (but only during the final year of the term of this Lease, except that in the case of the initial term or first extended term (if applicable) of this Lease, such period shall instead begin only on the earlier of the date nine (9) months prior to expiration of such initial term or first extended term of this Lease or the date [if any] on which Tenant informs Landlord in writing that Tenant does not intend to exercise its renewal right under Section 2.6 hereof as of the end of such initial term or first extended term of this Lease, but in no event earlier than one (1) year prior to rent the same for the account scheduled expiration date of Mortgagor such initial term or first extended term of this Lease), and to deduct from such Rents all costs, expenses, and liabilities post notices of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may electnonresponsibility. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Landlord shall not be liable for any inconvenience, annoyance, disturbance, loss sustained by Mortgagor resulting from any failure of business, quiet enjoyment or other damage or loss to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or Tenant by reason hereof of making any repairs or performing any work upon the Building or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, Center or by reason of erecting or maintaining any alleged protective barricades in connection with any such work, and the obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained Tenant under this Lease shall not thereby be affected in any such Lease as and manner whatsoever, provided, however, Landlord shall use reasonable efforts to minimize the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior inconvenience to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionTenant’s normal business operations caused thereby.

Right of Entry. Subject Lessor reserves and shall at all times have the right to re-enter the Leased Premises to inspect the same, to supply any applicable lawservice to be provided by Lessor to Lessee thereunder, to show the license granted Leased Premises to Mortgagor under Section 45 below shall automatically prospective tenants, to post notices of non-responsibility, and to alter, improve or repair the Leased Premises and any portion of the Building without abatement of rent, and may for that purpose, erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Leased Premises where required by the character of their work to be revoked and Mortgagee mayperformed, prior or subsequent provided entrance to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereofLeased Premises shall not be denied Lessee, and take exclusive possession further provided that the business of Lessee shall not be interfered with unreasonably. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference with Lessee's business, any loss of occupancy or quiet enjoyment of the Mortgaged Property and of all books, recordsLeased Premises, and accounts relating thereto any other loss occasioned thereby. For each of the aforesaid purposes, Lessor shall at all times have and retain a key with which the unlock all the doors in, upon or about the Leased Premises, excluding Lessee's vaults and safes or special security areas (which must be designated in advance by Lessee, and approved in writing by Lessor) and Lessor shall have the right to exercise without interference from Mortgagor use any and all rights means which Mortgagor has with respect Lessor may deem necessary or proper to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right open such doors in an emergency in order to rent the same for the account of Mortgagor and obtain entry to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a any portion of the DebtLeased Premises. If Mortgagee elects Any entry to the Leased Premises or portions thereof obtained by Lessor by any such means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive, of Lessee from the Leased Premises or any portions thereof. Lessee shall permit Lessor (or its designees) to enter the Mortgaged Property as provided for hereinLeased Premises to erect, Mortgagee may invoke any use, maintain, replace and all legal remedies to dispossess Mortgagorrepair pipes, including specifically one or more actions for forcible entry and detainercables, trespass to try titleconduits, plumbing, vents, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsectiontelephone, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any electric and other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof wires or the exercise of rights or remedies hereunder. Mortgagor shall items in, to and does hereby agree to indemnifythrough the Leased Premises, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, that Lessor may now or responsibility upon any Indemnified Party hereafter deem it necessary or appropriate for the control, care, management, leasing, or repair proper operation and maintenance of the Mortgaged Property, nor for the carrying out of Building or any other portion of the terms and conditions of any such Lease prior to Leased Premises. In the transfer of title to the Mortgaged Property event Lessor needs access to any Indemnified Party by foreclosurefloor duct or duct in the walls or ceiling, deed-in-lieu thereof, exercise of power of sale Lessor's liability for carpet or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions wall covering or ceiling tile replacement shall be limited to replacement of the Mortgagee piece removed to gain such access. All such work shall be done, so far as practicable, in such manner as to minimize interference with respect to Lessee's use of the Mortgaged Property taken under this subsectionLeased Premises.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, the Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, the Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of the Mortgagee, its agents, employees or officers, nor shall the Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless indemnify the Indemnified Parties (as defined in Section 23 below) from for, and againstto hold the Indemnified Parties harmless from, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to the extent provided under Section 23 belowMortgagor shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee neither Beneficiary nor any Secured Creditor shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Space Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, Should Beneficiary incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, reasonable and attorneys’ fees fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowGrantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon Beneficiary or any Indemnified Party Secured Creditor for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Space Lease; nor shall it operate to the transfer of title to make Beneficiary or any Secured Creditor responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Article VII are available under and governed by the real property Laws of North Carolina and are not governed by the personal property Laws of North Carolina, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the UCC. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.621 of the UCC. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the order provided in the Loan Documents) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject  Landlord or Landlord's agents shall have the right to any applicable lawenter the Leased Premises at all times (except that, unless such entry is on an emergency basis, Landlord agrees to give Tenant at least 24 hours' notice) to examine same, and to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. Landlord shall be allowed to take all material into and upon the license granted to Mortgagor under Section 45 below Leased Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall automatically be revoked and Mortgagee mayin no way xxxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the six (6) months prior or subsequent to the institution expiration of the term of this Lease or any foreclosure proceedingsrenewal term, enter Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Mortgaged PropertyLeased Premises the usual notices "To Let" or "For Sale" which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into said Leased Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agent may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agents liable therefor, and without in any matter affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner except as Mortgagee may electotherwise herein specifically provided. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.  INTIALS: LANDLORD RB TENANT DL 

Right of Entry. Subject ​ In addition to any applicable lawother rights of ExxonMobil under this Agreement, BFA Holder permits, and shall cause its Franchise Dealers to permit, ExxonMobil, it’s Affiliates and their respective employees, agents, vendors, contractors and representatives (a) to access, analyze and reproduce books, records, correspondence, receipts, and data of BFA Holder or its Franchise Dealers pertaining to activities undertaken pursuant to this Agreement, and (b) to enter, during normal operating hours, any BFA Holder Branded Outlet(s) and other places where BFA Holder or any of its Franchise Dealers conduct any Business to enforce ExxonMobil’s rights and remedies under this Agreement, including examining (to include video, photographic, digital, audio and other recordings), testing and sampling of all properties, tanks, containers, pumps and delivery truck tanks, and taking other action, for purposes of preserving the license granted integrity of the Proprietary Marks, performing product quality inspections and determining BFA Holder’s compliance with this Agreement (including compliance with the terms of Sections 3 and 4). If, in the sole opinion of ExxonMobil, any samples thus taken are not Products or any document or record shows BFA Holder has failed to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee comply with its obligations hereunder (or failed to cause any Franchise Dealer to so comply), ExxonMobil may, prior at its sole option, debrand the BFA Holder Branded Outlet(s) in question or subsequent cancel and terminate this Agreement and the Franchise Relationship. ExxonMobil shall provide notice to BFA Holder of entry at an License Branded Outlet, except in the institution case of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, such entry in connection with ExxonMobil’s product quality inspections. BFA Holder shall preserve and take exclusive possession of the Mortgaged Property and of shall cause its Franchise Dealers to preserve all books, records, correspondence, receipts and accounts relating thereto and data pertaining to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee activities undertaken pursuant to this subsectionAgreement for a period of three (3) years. BFA Holder agrees to include necessary provisions in its contracts with Franchise Dealers that shall assure access by ExxonMobil or its ​ representatives to the applicable records of the Franchise Dealers. BFA Holder’s obligation to preserve all books and records, Mortgagee and ExxonMobil’s right to access and reproduce such books and records shall extend for a period of three (3) years after the termination of this Agreement. ​ ExxonMobil shall not be liable to BFA Holder or any Franchise Dealer for any loss sustained by Mortgagor resulting from interference with any failure to let the Mortgaged Property, Business of BFA Holder or its Franchise Dealers as a result of ExxonMobil’s entry on any BFA Holder Branded Outlet(s) and other places where BFA Holder or any part thereofof its Franchise Dealers conduct any Business, or from including any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated entry pursuant to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunderSection 26(f) hereof. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.​

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, and subject to the rights of tenants (other than Borrower as tenant under the Master Lease) enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1(b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as unless arising from the willful misconduct or gross negligence of Lender. Should Lender incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee neither Beneficiary nor any Secured Creditor shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Space Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, Should Beneficiary incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, reasonable and attorneys’ fees fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowGrantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon Beneficiary or any Indemnified Party Secured Creditor for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Space Lease; nor shall it operate to the transfer of title to make Beneficiary or any Secured Creditor responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Article VII are available under and governed by the real property Laws of Texas and are not governed by the personal property Laws of Texas, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the UCC. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.621 of the UCC. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the order provided in the Credit Agreement) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, operation protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the The account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee a5 Beneficiary may elect. All A11 such costs, expenses, and liabilities incurred by Mortgagee the Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion ponion of the DebtIndebtedness. If Mortgagee elects necessary to enter the Mortgaged Property as obtain The possession provided for hereinabove, Mortgagee the Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee the Beneficiary shall not be liable for any loss 1055 sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Property unless such loss is caused by the gross negligence or willful misconduct or gross negligence of Mortgagee, its agents, employees or officersthe Beneficiary, nor shall Mortgagee the Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Grantor shall and does hereby agree to indemnifyindemnify the Beneficiary for, defend and to hold the Beneficiary harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Beneficiary under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or hereunder (except by reason of Beneficiary's gross negligence and recklessness), and from any alleged obligations or undertakings and all claims and demands whatsoever which may be asserted on its part to perform or discharge any of the terms, covenants, or agreements agree- ments contained in any such Lease as Lease. Should The Beneficiary incur any such liability, the amount thereof,including without limitation costs, expenses, and to reasonable attorneys' fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at: The Default Rate,, shall be secured hereby, and Grantor shall reimburse the Beneficiary, therefore, immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Beneficiary for the control, care, management, leasing, or repair of the Mortgaged Property, nor for force the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer of title to Beneficiary responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other party or for any Hazardous Substance on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to the Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to the Beneficiary. fee remedies in this Article VII are available under and governed by the real property laws of Texas and are not governed by the personal property laws of Texas including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.504 of the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.505 of the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject Landlord and Landlord’s agent shall have the right to any applicable lawenter the leased premises at all times to examine the same, and to show them to prospective purchasers or leases of the license granted building, and to Mortgagor under Section 45 below make such repair or alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall automatically be revoked allowed to take all material into and Mortgagee mayupon said premises that may be required therefore without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no way axxxx while said repairs, alterations, improvements or additions are being made unless Tenant is prevented from operating in the leased premises in whole or in part, in which event rent shall be proportionately abated during said period. During the six (6) months prior or subsequent to the institution expiration of the term of this lease or any foreclosure proceedingsrenewal term, enter Landlord may exhibit the premises to prospective tenants or purchasers, and place upon the Mortgaged Propertypremises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain without molestation. If Tenant shall not be personally present to open and permit as entry into said premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord’s agent may enter same without, in any manner, affecting the obligations and covenants of this lease, nothing herein contained however, shall be construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, except as otherwise herein specifically provided. Notwithstanding anything herein to the contrary, Landlord shall use all commercially reasonable efforts to minimize any disruption to Tenant’s business or use and take exclusive possession occupancy of the Mortgaged Property and of all booksleased premises occasioned by any entry by Landlord or Landlord’s agents on, recordsexamination or showing of, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect or repair, alteration, improvement, or addition to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionleased premises.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Liabilities in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the DebtLiabilities. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable lawthe rights of the holder of the First Mortgage, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteOther Notes, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, the Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsectionsubparagraph, the Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of the Mortgagee, its agents, employees or officers, nor shall the Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyindemnify the Mortgagee for, defend and to hold the Mortgagee harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Mortgagee under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against the Mortgagee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease. Should the Mortgagee incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Other Notes, shall be secured hereby, and to Mortgagor shall reimburse the extent provided under Section 23 belowMortgagee therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Mortgagee for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make the transfer of title to Mortgagee responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionsubparagraph.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, may enter upon the Mortgaged PropertyPremises, and exclude Mortgagor and its agents and servants wholly therefrom, without liability for trespass, damages or any part thereofotherwise, and take exclusive possession of the Mortgaged Property and of all books, records, records and accounts relating thereto and all other items constituting the Premises, and Mortgagor agrees to exercise surrender possession of the Premises including such books, records and accounts to Mortgagee on demand after the happening of any Event of Default; and having and holding the same may use, operate, manage, preserve, control and otherwise deal therewith and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers, without interference from Mortgagor; and upon each such entry and from time to time thereafter may, at the expense of Mortgagor any and the Premises, without interference by Mortgagor and as Mortgagee may deem advisable, (i) insure or reinsure the Premises, (ii) make all necessary or proper repairs, renewals, replacements, alterations, additions, betterments and improvements thereto and thereon and (iii) in every such case in connection with the foregoing have the right to exercise all rights which and powers of Mortgagor has with respect to the managementPremises, possessioneither in Mortgagor’s name or otherwise. For the purpose of carrying out the provisions of this Section 3.04, operationMortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact of Mortgagor, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor which appointment is irrevocable and shall bear interest be deemed to be coupled with an interest, in Mortgagor’s name and stead, to do and perform, from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects time to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againsttime, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees actions necessary and disbursements) which may or might be suffered or incurred incidental to such purpose and does by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as these presents ratify and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms confirm any and all actions of the Mortgagee said attorney-in-fact in and with respect to the Mortgaged Property taken under this subsectionPremises.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, books records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1(b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Lender incur any such liability, the amount thereof, including without limitations costs, expenses, and to reasonable attorneys' fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any JPMORGAN CHASE BANK such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject Landlord and its agents shall have the right to enter the Premises at all reasonable times, upon reasonable prior notice (at least twelve (12) hours’ prior notice except in the event of an emergency in which case no notice of any applicable lawkind shall be required), for purposes of inspection, exhibition, posting of notices, investigation, replacements, repair, maintenance and alteration and Landlord and its agents shall use commercially reasonable efforts to minimize interference with Tenant’s operations in the license granted Premises and to Mortgagor under Section 45 below comply with Tenant’s commercially reasonable security measures. Tenant shall automatically be revoked provide Landlord with key cards and Mortgagee may, prior or subsequent keys to the institution non-secure portions of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereofPremises, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has contact information for escorts with respect to the management, possession, operation, protection, or preservation secure portions of the Mortgaged Property, including, without limitation, Premises. It is further agreed that Landlord shall have the right to rent the same for the account use any and all means Landlord deems necessary, regardless of Mortgagor and to deduct from such Rents all costsany Tenant security measures, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property Premises in an emergency; provided Landlord shall have access to all of the Premises as provided long as Landlord provides Tenant with a reasonably opportunity to arrange for hereinLandlord to be accompanied by a representative of Tenant. Landlord shall have the right to place “for rent”, Mortgagee may invoke “for lease” or “for sale” signs in the Common Areas of the Project (excluding any and all legal remedies to dispossess Mortgagor, including specifically one areas on or more actions for forcible entry and detainer, trespass to try title, and restitutionwithin any Building). In connection with Tenant hereby waives any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable Claim from damages or for any loss sustained by Mortgagor resulting from any failure injury or inconvenience to let the Mortgaged Propertyor interference with Tenant’s business, or any part thereof, or from other loss occasioned thereby except for any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge Claim for any of the terms, covenants, foregoing arising out of the gross negligence or agreements willful misconduct of Landlord or its authorized representatives. Landlord shall not show the Premises to prospective tenants or place “for rent” or “for lease” signs on the Premises prior to that date which is two hundred seventy (270) days before the expiration of the Term. Notwithstanding anything to the contrary contained in this Lease, any such Lease as entry by Landlord and to the extent provided under Section 23 below. Nothing in this subsection Landlord’s agents shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms not impair Tenant’s operations more than reasonably necessary and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifiesshall comply with Tenant’s reasonable security procedures, and confirms any Tenant shall have the right to have an employee accompany Landlord and/or its agents at all times that Landlord and/or its agents are present on the Premises unless there is an emergency and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionan employee is not available.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, records and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, protection or preservation of the Mortgaged Property, including, without limitation, including the right to rent the same for the account of Mortgagor Borrower and to deduct from apply all Rents as provided in the Assignment and the right to exercise all rights of Borrower under any Property related contracts. All such Rents all costs, expenses, expenses and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, protecting or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion part of the DebtObligations. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try titletitle and restitution. Furthermore, without taking possession of any Property, Lender may, but shall have no obligation to, enter upon the Property and take such actions, and restitutionincur and pay such costs, as Lender deems appropriate, in Lender’s sole discretion, in order to (i) preserve or protect the Property, including paying or otherwise resolving any liens or security interests or any threatened or claimed liens or security interests against any of the Property, making repairs, winterizing the Property, securing the Property from access by third parties, securing the Property from elements, and initiating or completing any construction for such purposes; (ii) exercise Lender’s rights pursuant to Section 8.2(a) of the Loan Agreement; and (iii) pay any expenses incurred by Borrower, or any expenses incurred by Lender pursuant to the Loan Documents, with respect to the Property, including construction costs, costs incurred pursuant to any Property related contracts, and any other costs related to the Property (including insurance, title insurance, taxes, assessments, inspections, or compliance with Laws). In connection with any action taken by the Mortgagee Lender pursuant Domain at Tallahassee 8 Loan No. 00-1102733 to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, duty or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyEXCEPT FOR THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, defend and hold harmless the Indemnified Parties BORROWER SHALL AND DOES HEREBY AGREE TO INDEMNIFY LENDER FOR, AND TO HOLD LENDER HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE (as defined in Section 23 below) from and againstINCLUDING REASONABLE ATTORNEYS FEES), WHICH MAY OR MIGHT BE INCURRED BY LENDER UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS OR AGREEMENTS CONTAINED IN ANY SUCH LEASE. Should Lender incur any and all such liability, claim, demand, loss, loss or damage, cost or expense (includingthe amount thereof, without limitationincluding costs, expenses and reasonable attorneys’ fees fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowBorrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, obligation or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, leasing or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any Hazardous Substances in, on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, ratifies and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection. Any receipt of consideration received by Lender pursuant to this subsection (other than Rents) shall be applied in the same manner as provided in Section 8.3 of the Loan Agreement. The remedies in this subsection are in addition to other remedies available to Lender and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Lender. The remedies in this Article VII are available under and governed by the real property laws of the State and are not governed by the personal property laws of the State. Any receipt of consideration received by Lender pursuant to this subsection shall be immediately credited against the Obligations (in such order and manner as Lender may select), and the value of said consideration shall be treated like any other payment against the Obligations.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1(b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Lender incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys' fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants, or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject Landlord and Landlord’s agents shall have the right to any applicable lawenter the Leased Premises, with notice to Tenant, at all reasonable times to examine the license granted same, and to Mortgagor under Section 45 below show them to prospective purchasers or lessees of the Shopping Center, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall automatically be revoked allowed to take all material into and Mortgagee mayupon said Leased Premises that may be required therefore without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall in no way xxxxx while said repairs, alterations, improvements or additions are being made unless Tenant is prevented from operating in the Leased Premises in whole or in part, in which event rent shall be proportionately abated during said period. During the twelve (12) months prior or subsequent to the institution expiration of the Term of this Lease or any foreclosure proceedingsrenewal term, enter Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Mortgaged PropertyLeased Premises the usual notices “For Lease” or, “For Sale” which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into said Leased Premises, at any time, when for any reason and entry therein shall be necessary or permissible, Landlord or Landlord’s agents may enter the same without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner except as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove otherwise herein specifically provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, including but not limited to the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on to the Debt Indebtedness in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try ejectment, quiet title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let rent the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease Contract or under or by reason hereof or by reason of the exercise of rights or remedies hereunder. Mortgagor shall Grantor hereby agrees to indemnify Beneficiary for, and does hereby agree to indemnify, defend and hold Beneficiary harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Beneficiary under any such Lease Contract or under or by reason hereof or by reason of the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Contract. Should Beneficiary incur any such liability, the amount thereof, including but not limited to costs, expenses, and to reasonable attorneys' fees, together with interest hereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Grantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Beneficiary for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Contract; nor shall it operate to make Beneficiary responsible or liable for any Hazardous Material on or under the transfer Mortgaged Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosurelicensee, deed-in-lieu thereofemployee, exercise of power of sale or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Article VII are available under and governed by the real property laws of Alaska and are not governed by the personal property laws of Alaska, including but not limited to, except as described in Section 7.1(g) hereof, the power to dispose of personal property in a commercially reasonable manner under Section 9.504 of the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.505 of the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject Seller grants to any applicable law, Buyer the license granted right to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Real Property, upon not less than twenty-four hours written notice to Seller, for such purposes as may be necessary to the exercise or any part thereof, and take exclusive possession performance of the Mortgaged rights of Buyer to inspect and investigate the Property pursuant to this Agreement. Buyer shall exercise such right in accordance with the leases and contracts on the Property and in a manner which will minimize interference with the use and enjoyment of the Property by the existing tenants. Buyer agrees to pay in full for all materials joined or affixed to the Property in connection with any environmental, engineering, soil, feasibility or other studies or activities that are procured or undertaken by Buyer prior to Closing (herein, "Buyer's Work") and to pay in full all persons who perform labor on the Property with respect to Buyer's Work and not to permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the Property for any of Buyer's Work. Buyer shall be responsible for the costs and expenses of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has reports commissioned by Buyer with respect to the managementProperty. In the event that this Agreement is terminated, possessionBuyer shall, operationas soon as possible , protectionand at Buyer's sole cost and expense, restore the Property where Buyer or Buyer's representatives, agents, contractors, servants, or preservation licensees have performed any Buyer's Work to substantially the same condition it was in but for such Buyer's Work, failing in which Seller may perform the work of restoration and Buyer shall reimburse Seller for the reasonable cost and expense thereof within ten (10) business days after rendition of bills paid by Seller. Buyer shall indemnify and defend Seller, and hold Seller harmless, from any claims, costs, demands, causes of action, and suits directly arising from Buyer's studies, tests, and inspections of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove ; provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Notehowever, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee that Buyer shall not be liable required to indemnify Seller for any loss sustained by Mortgagor resulting from any failure to let diminution in the Mortgaged value of the Property, or any part thereofincreased costs to Seller, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose that they are triggered by any duty, obligation, discovery or responsibility upon any Indemnified Party for the control, care, management, leasing, disclosure by Buyer or repair of the Mortgaged Property, nor for the carrying out its consultants of any of defects or hazardous conditions on or about the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionProperty.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on account of the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteInterest Rate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, title and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender and any affiliate, defend officer, director, employee, attorney, or agent of Lender (the "Indemnified Parties") for, and to hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstharmless from, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) damage which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys' fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Interest Rate, shall be secured hereby, and Borrower shall reimburse such Indemnified Party therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease, nor shall it operate to the transfer of title to the Mortgaged Property to make any Indemnified Party responsible or liable for any waste committed on the Property by foreclosurethe tenants or by any other parties, deed-in-lieu thereoffor any hazardous substances or environmental conditions on or under the Property, exercise for any dangerous or defective condition of power the Property or for any negligence in the management, leasing, upkeep, repair, or control of sale the Property resulting in loss or otherwiseinjury or death to any tenant, licensee, employee, or stranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the -------------- institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of the Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ ' fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, in each case, as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease Lease, prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor or Borrower any and all rights which Mortgagor Grantor or Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and/or Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor and/or Borrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsectionSubsection 10.1(b), Mortgagee Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor and/or Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Grantor and/or Borrower shall and does do hereby agree to indemnifyindemnify Beneficiary for, defend and to hold Beneficiary harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Beneficiary under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Beneficiary incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection Subsection 10.1(b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Beneficiary for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Beneficiary responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor and Borrower hereby assents assent to, ratifiesratify, and confirms confirm any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent Prior to the institution of any foreclosure proceedingsContingency Expiration Date, Purchaser and its agents and contractors shall have the right, at Purchaser’s sole cost and expense, to enter upon onto the Mortgaged PropertyHotel, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a other portion of the DebtReal Property, at reasonable times and in a reasonable manner upon prior notice to the Seller for the purpose of making such tests, inspections, surveys or other inquiries as Purchaser deems necessary or desirable in connection with this Agreement. If Mortgagee elects However, in no event shall Purchaser be permitted to enter conduct any drilling or boring without the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitutionexpress written consent of Seller. In connection with conducting its due diligence, Purchaser shall not directly contact any action taken by governmental authorities that may have jurisdiction over the Mortgagee pursuant to this subsectionProperty without Seller’s prior consent, Mortgagee which consent shall not be liable unreasonably withheld. Seller hereby gives such consent for Purchaser to contact the appropriate governmental authority to obtain a customary zoning letter in connection with the Property. In obtaining such consent from Seller, Purchaser shall provide Seller prior written notice of the nature of the communication with the governmental agency and a reasonable opportunity for Seller to participate in such communications or meetings. During any loss sustained by Mortgagor resulting from any failure to let inspection of the Mortgaged Property, Purchaser shall not unreasonably disturb any tenants or occupants of the Hotel. In addition, as condition to any part thereofsuch entry, Purchaser shall maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to Two Million Dollars ($2,000,000) per occurrence and provide Seller with certificates of such insurance naming Seller as an additional insured prior to any entry, test or from inspection. After making any other act or omission of Mortgagee in managing such tests and inspections, Purchaser shall restore the Mortgaged Real Property unless to its condition prior to such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereundertests and inspections. Mortgagor shall and does Purchaser hereby agree agrees to indemnify, defend and hold Seller harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, including without limitation, reasonable attorneys’ fees and disbursementslimitation attorneys fees) which may or might be suffered or incurred by any Indemnified Party Seller but caused by Purchaser or its agents or contractors in exercising its rights under any such Lease or under or by reason hereof this Section 3(c). This indemnity shall survive the Closing or the exercise termination of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part this Agreement. If Purchaser fails to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in terminate this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease Agreement prior to the transfer of title to the Mortgaged Property to any Indemnified Party Contingency Expiration Date, all Due Diligence Matters shall be deemed approved by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifiesPurchaser, and confirms Purchaser shall be deemed to have waived any and all actions of the Mortgagee contingencies with respect to such Due Diligence Matters, express or implied, to its obligation to purchase the Mortgaged Property taken under this subsectionProperty.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Borrower and to apply such rents as set forth in the remainder Assignment of such Rents on the Debt in such manner as Mortgagee may electRents. All such costs, expenses, expenses and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyEXCEPT FOR THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and againstBORROWER SHALL AND DOES HEREBY AGREE TO INDEMNIFY LENDER FOR, AND TO HOLD LENDER HARMLESS FROM, ANY AND ALL LIABILITY, LOSS OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY LENDER UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE WHETHER OR NOT AS A RESULT OF THE NEGLIGENCE OF LENDER. Should Lender incur any and all such liability, claimthe amount thereof, including without limitation costs, expenses, and reasonable attorney's fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Lender responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance in, on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employees, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Lender and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Lender. The remedies in this Article VII are available under and governed by the real property laws of Texas and are not governed by the personal property laws of Texas, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the Code. No action by Lender, taken pursuant to this subsection, shall be deemed to be an election to retain personal property under Section 9.620 of the Code. Any receipt of consideration received by Lender pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject to Immediately or at any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, time thereafter reenter and take exclusive possession of the Mortgaged Property Premises and of all booksremove Tenant, recordsTenant’s agents, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the managementsubtenants, possessionlicensees, operation, protectionconcessionaires, or preservation invitees and any or all of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest their property from the date of expenditure until paid Premises. Reentry and removal may be effected by summary proceedings or any other action or proceedings at the Default Rate as specified law, by force or otherwise. Landlord shall not be liable in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In way in connection with any action taken under this paragraph. No action taken, commenced or prosecuted by Landlord, no execution on any judgment and no act or forbearance on the Mortgagee pursuant part of Landlord in taking or accepting possession of the Premises shall be construed as an election to terminate this subsectionLease unless Landlord expressly exercises this option under Section 25.2(c). Upon taking possession of the Premises Landlord may from time to time, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let without termination of this Lease relet the Mortgaged Property, Premises or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless thereof as agent for Tenant for such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the rental terms and conditions (which may be for a term extending beyond the Term) as Landlord, in its sole discretion, may deem advisable, with the right to make alternations and repairs to said Premises required for reletting. The rents received by Landlord from such reletting shall be applied first to the payment of any such Lease prior costs of reletting and second to the transfer payment of title rent due and unpaid hereunder. The residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If the rents received from such reletting during any month are insufficient to the Mortgaged Property reimburse Landlord for any costs of reletting or rent due and payable, Tenant shall pay any deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding any Indemnified Party by foreclosuresuch reletting without termination, deed-in-lieu thereofLandlord may at any time thereafter, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect elect to the Mortgaged Property taken under terminate this subsectionLease for such previous breach.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee Lender may elect. All such costs, expenses, and liabilities incurred by Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1(b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowLease. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of Should Lender incur any such Lease prior to liability, the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu amount thereof, exercise of power of sale or otherwise. Mortgagor hereby assents toincluding without limitation costs, ratifiesexpenses, and confirms any reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.Borrower shall reimburse Lender therefor

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, Property or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Property, and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless indemnify the Indemnified Parties (as defined in Section 23 below) from for, and againstto hold the Indemnified Parties harmless from, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease Lease, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY, LOSS, DAMAGE, OR CLAIM CAUSED BY OR RESULTING FROM THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY. Should any Indemnified Party incur any such liability, the amount thereof, including without limitation costs, expenses, and reasonable attorneys' fees, together with interest thereon from the date of expenditure until paid at the Default Rate as specified in the Note, shall be secured hereby, and to the extent provided under Section 23 belowXxxxxxxxx shall reimburse such Indemnified Party therefore immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, care management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make any Indemnified Party responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Mortgaged Property, of for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt Indebtedness in such manner as Mortgagee DEED OF TRUST - Page 20 Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee neither Beneficiary nor any Secured Creditor shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Space Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, Should Beneficiary incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, reasonable and attorneys’ fees fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowGrantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon Beneficiary or any Indemnified Party Secured Creditor for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Space Lease; nor shall it operate to the transfer of title to make Beneficiary or any Secured Creditor responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Article VII are available under and governed by the real property Laws of North Carolina and are not governed by the personal property Laws of North Carolina, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.610 of the UCC. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to dispose of personal property under Section 9.621 of the UCC. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the order provided in the Loan Documents) and the value of said consideration shall be treated like any other payment against the Indebtedness.

Right of Entry. Subject (a) The Landlord and its agents have the right to enter the Leased Premises at all times to examine the same and to make such repairs, alterations, changes, adjustments, improvements or additions to the Leased Premises or the Building or any part thereof or any adjacent property as the Landlord considers necessary or desirable, including without limitation, the pipes, conduits, wiring, ducts and other installations of any kind in the Leased Premises where necessary to serve the Leased Premises or another part of the building, and for such purpose, the Landlord may take all material into and upon the Leased Premises which is required therefor without the same constituting a re-entry or a breach of any covenant for quiet enjoyment contained in this Lease or of any statutory provision. The Rent required to be paid pursuant to this Lease shall not xxxxx or be reduced while any such repairs, alterations, changes, adjustments, improvements or additions are being made due to loss or interruption of business of the Tenant or otherwise, and the Landlord shall not be liable for any damage, injury or death caused to any applicable lawPerson or property of the Tenant or of others located on the Leased Premises as a result of such entry. (b) The Landlord and its agents have the right to enter the Leased Premises at all times to show them to prospective purchasers, lessees or mortgagees and during the twelve (12) months prior to the expiration of the Term, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, enter Landlord may place upon the Mortgaged PropertyLeased Premises the usual "For Rent" or "For Sale" notices which the Tenant shall permit to remain thereon without molestation or complaint. (c) If the Tenant is not personally present to open and permit an entry into the leased Premises, at any time, when for any reason an entry therein is necessary or permissible, the Landlord or its agents may forcibly enter the same, without rendering the Landlord or such agents liable therefor, and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, is deemed or construed to impose upon the Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Leased Premises, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor except as otherwise herein specifically provided. The Tenant agrees that any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred entry by the Mortgagee Landlord upon the Leased Premises in collecting such Rents and in managing, operating, maintaining, protecting, accordance with this Section 13.01 is not a re-entry or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason breach of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements covenant for quiet enjoyment contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionLease.

Right of Entry. Subject The LESSOR or its agents shall have the right to any applicable enter the Leased Property at all reasonable times upon reasonable notice (except in emergencies) in order to examine it, and to show it to mortgagees, or prospective lessees (within the last six (6) months of the term) or to make such repairs, alterations, improvements or additions as necessary to keep the Premises in proper order and repair. The LESSOR shall be allowed to take all material into or upon the Leased Property that may be required therefor without the same constituting an eviction of the LESSEE in whole or in part. Neither the rent nor the Additional Rent shall xxxxx while repairs, alterations, improvements or additions are being made, whether by reason of loss or interruption of the business of the LESSEE. or otherwise. LESSOR shall not unreasonably delay in making repairs/alterations referred to in this paragraph. During the six months prior to the expiration of this Lease, LESSOR may list the Leased Property with a broker or real estate agent for the purpose of reletting the Leased Property and may post "To Let" or other appropriate signs on the property. If required by law, rule or regulation, the license granted to Mortgagor under Section 45 below LESSOR shall automatically be revoked have the right at any time without effecting an actual or constructive eviction and Mortgagee may, prior or subsequent without incurring any liability to the institution LESSEE therefor to change the arrangement or location of entrances or passageways, doors and doorways, corridors, elevators, driveways, stairs, toilets or other public parts of the building (and if LESSOR undertakes same, shall complete same with reasonable diligence) and to change the name, number or designation by which the building is commonly known. If at any foreclosure proceedings, enter upon time during the Mortgaged Property, term of this lease the Leased Property or any part thereofthereof shall be abandoned for more than 10 consecutive days by the LESSEE, and take exclusive possession the LESSOR may at its option enter into the Leased Property by force or otherwise, without being liable to the LESSEE for damages for any payment of any kind whatsoever (unless damage to the Premises caused by the gross negligence of the Mortgaged LESSOR) and may in its uncontrolled discretion, as an agent of the LESSEE, relet the Leased Property or any part thereof for the whole or any part of the then unexpired term and for the purposes of such reletting, LESSOR may make necessary alterations and modifications of the Leased Property and may receive and collect all rent payable by virtue of all bookssuch reletting. If the LESSOR shall, recordsbecause of non-payment of rent, the Additional Rent or other breach of condition or covenants or agreement on the part of the LESSEE, re-enter and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect repossess the Leased Property pursuant to the managementconditions and limitations contained therein by summary proceeding or otherwise, possessionthe LESSOR may, operationat its option, protection, or preservation hold the LESSEE liable for the difference between the rent and other charges that would have been payable hereunder during the remainder of the Mortgaged Propertyleased term, includingas if this lease had contained in full force and the net rent for such period realized by the LESSOR by means of reletting to any party or parties on such terms and conditions as any in the uncontrolled discretion of the LESSOR be provided and the LESSEE shall pay monthly in advance at such periods at the rent hereunder would have fallen due, without limitationif this lease continued, the right to rent difference between the same for original amount of each monthly payment as herein provided plus such sums, if any, due from the account LESSEE as Additional Rent and the net proceeds of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities reletting after deducting expenses of every character nature and description incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess MortgagorLESSOR, including specifically one or more actions for forcible entry commissions and detainer, trespass to try title, the reasonable cost of all alterations and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and modifications to the extent provided under Section 23 below. Nothing Leased Property made in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionreletting same.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Lender may, prior or subsequent to the institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Borrower and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by Lender in collecting such Rents and in managing operating maintaining protecting or preserving the Mortgagee Property and to apply the remainder of such Rents on the Debt in such manner as Lender may elect. All such costs, expenses, and liabilities incurred by Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Borrower and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the Debt. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Lender may invoke any and all legal remedies to dispossess MortgagorBorrower, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Lender pursuant to this subsectionSubsection 10.1 (b), Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Borrower shall and does hereby agree to indemnifyindemnify Lender for, defend and to hold Lender harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party Lender under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as Lease. Should Lender incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys' fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Borrower shall reimburse Lender therefor immediately upon demand. Nothing in this subsection Subsection 10.1 (b) shall impose any duty, obligation, or responsibility upon any Indemnified Party Lender for the control, care, management, leasing, leasing or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to make Lender responsible or liable for any waste committed on the transfer Property by the tenants or by any other parties, or for any hazardous substances or environmental conditions on or under the Property, or for any dangerous or defective condition of title to the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Borrower hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Lender with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the institution of any foreclosure proceedings, subject to the rights of tenants under leases, enter upon the Mortgaged PropertyProject, or any part thereof, and take exclusive possession of the Mortgaged Property Project and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged PropertyProject, including, including without limitation, limitation the right to rent the same for the account of Mortgagor Grantor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Project and to apply the remainder of such Rents on the Debt Secured Obligations in such manner as Mortgagee Beneficiary may elect. All such costs, expenses, and liabilities incurred by Mortgagee the Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged PropertyProject, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtSecured Obligations. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee the Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee the Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged PropertyProject, or any part thereof, or from any other act or omission of Mortgagee the Beneficiary in managing the Mortgaged Property Project unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersthe Beneficiary, nor shall Mortgagee the Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor Grantor shall and does hereby agree to indemnifyindemnify the Beneficiary for, defend and to hold the Beneficiary harmless the Indemnified Parties (as defined in Section 23 below) from and againstfrom, any and all liability, claim, demand, loss, or damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party the Beneficiary under any such Lease lease or under or by reason hereof or the exercise of rights or remedies hereunder, or and from any and all claims and demands whatsoever which may be asserted against the Beneficiary by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as lease. Should the Beneficiary incur any such liability, the amount thereof, including without limitation costs, expenses, and to reasonable attorneys’ fees, together with interest thereon from the extent provided under Section 23 belowdate of expenditure until paid at the Default Rate, shall be secured hereby, and Grantor shall reimburse the Beneficiary therefor promptly upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party the Beneficiary for the control, care, management, leasing, or repair of the Mortgaged PropertyProject, nor for the carrying out of any of the terms and conditions of any such Lease prior lease; nor shall it operate to make the transfer Beneficiary responsible or liable for any waste committed on the Project by the tenants or by any other parties, or for any Hazardous Substance on or under the Project, or for any dangerous or defective condition of title to the Mortgaged Property Project or for any negligence in the management, leasing, upkeep, repair, or control of the Project resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property Project taken under this subsection. Notwithstanding anything in this Security Instrument to the contrary, the indemnity provided under this Section 5.2(b) will not apply to any liability, loss, cost, expense or damage (including reasonable attorney fees) to the extent that they result from the gross negligence, willful misconduct or bad faith of Beneficiary. In no event shall the terms and provisions of this Section 5.2(b) amend, modify, expand or supplement, and this Section 5.2(b) shall be subject to, the terms and provisions of Section 9.18 of the Loan Agreement.

Right of Entry. Subject Landlord or Landlord's agents shall have the right to any applicable lawenter the Leased Premises at all times (except that, unless such entry is on an emergency basis, Landlord agrees to give Tenant at least 24 hours' notice) to examine same, and to show them to prospective purchasers or mortgagees, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. Landlord shall be allowed to take all material into and upon the license granted to Mortgagor under Section 45 below Leased Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the rent reserved shall automatically be revoked and Mortgagee mayin no way axxxx while said repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the six (6) months prior or subsequent to the institution expiration of the term of this Lease or any foreclosure proceedingsrenewal term, enter Landlord may exhibit the Leased Premises to prospective tenants or purchasers, and place upon the Mortgaged PropertyLeased Premises the usual notices "To Let" or "For Sale" which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into said Leased Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agent may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agents liable therefor, and without in any matter affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, maintenance or repair of the building or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner except as Mortgagee may electotherwise herein specifically provided. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.INTIALS: LANDLORD RB TENANT DL

Right of Entry. Subject Landlord or Landlord's agents shall have the right to any applicable lawenter the demised premises at reasonable times on reasonable notice to examine the same and to show them to prospective purchasers, mortgagees or lessee of the license granted building or the demised premises and to Mortgagor under Section 45 below shall automatically be revoked make such repairs, alterations, improvements and Mortgagee may, prior or subsequent additions to the institution demised premises or the Building of which the demised premises are a part or adjoining same as Landlord may deem necessary or desirable. Landlord shall be allowed to take into and upon said premises all material that may be required therefor without the same constituting an eviction of Tenant in whole or in part, and the rent reserved shall not xxxxx in whole or in part while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant or otherwise, and Landlord will not be liable to Tenant for any foreclosure proceedingsdamage, enter decrease or lessening of Tenant's business at any of the times herein above stated including after said repairs, alterations, improvements or additions are made. During the six (6) months prior to the expiration of the term of this Lease or any renewal term, Landlord may exhibit the premises to prospective tenants or purchasers and place upon the Mortgaged Propertypremises the usual notices "For Rent" or "For Sale", which notices Tenant shall permit to remain without molestation. If Tenant shall not be personally present to open and permit an entry into said premises at any time when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord's agents may enter the same by a master key or may forcibly enter the same, without rendering Landlord or such agents liable therefor and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the Building or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on the Debt in such manner except as Mortgagee may elect. All such costs, expenses, and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove otherwise herein specifically provided, shall constitute a demand obligation owing by Mortgagor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the Debt. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officers, nor shall Mortgagee be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior to the transfer of title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsection.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee may, prior or subsequent to the institution of any foreclosure proceedings, Lender may enter upon the Mortgaged Property, or any part thereof, -------------- and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Borrower any and all rights which Mortgagor Borrower has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, without limitation, . Lender shall have the right to rent the same Mortgaged Property for the account of Mortgagor Borrower, for any term, including beyond the discharge or foreclosure of this Mortgage, and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee Lender in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property and to apply the remainder of such Rents on to the Debt Indebtedness in such manner as Mortgagee Lender may elect. All such costs, expenses, expenses and liabilities incurred by Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged PropertyLender, if not paid out of Rents as hereinabove providedRents, shall constitute a demand obligation owing by Mortgagor part of the Indebtedness and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the Note, all of which shall constitute a portion of the DebtRate. If Mortgagee elects to enter the Mortgaged Property as provided for herein, Mortgagee may invoke any and all legal remedies to dispossess Mortgagor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee pursuant to this subsection, Mortgagee Lender shall not be liable for any loss sustained by Mortgagor Borrower resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee the Lender in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersLender, nor shall Mortgagee Lender be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree If necessary to indemnify, defend and hold harmless the Indemnified Parties (as defined in Section 23 below) from and against, any and all liability, claim, demand, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 below. Nothing in this subsection shall impose any duty, obligation, or responsibility upon any Indemnified Party for the control, care, management, leasing, or repair of possess the Mortgaged Property, nor Lender may invoke any legal remedies to dispossess Borrower, including actions for the carrying out of any of the terms forcible entry and conditions of any such Lease prior detainer, trespass to the transfer of try title to the Mortgaged Property to any Indemnified Party by foreclosure, deed-in-lieu thereof, exercise of power of sale or otherwise. Mortgagor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee with respect to the Mortgaged Property taken under this subsectionrestitution.

Right of Entry. Subject to any applicable law, the license granted to Mortgagor under Section 45 below shall automatically be revoked and Mortgagee Beneficiary may, prior or subsequent to the -------------- institution of any foreclosure proceedings, enter upon the Mortgaged Property, or any part thereof, and take exclusive possession of the Mortgaged Property and of all books, records, and accounts relating thereto and to exercise without interference from Mortgagor Grantor any and all rights which Mortgagor Grantor has with respect to the management, possession, operation, protection, or preservation of the Mortgaged Property, including, including without limitation, limitation the right to rent the same for the account of Mortgagor and to deduct from such Rents all costs, expenses, and liabilities of every character incurred by the Mortgagee in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property Grantor and to apply the remainder of such Rents on the Debt as provided in such manner as Mortgagee may electArticle IX hereof. All such costs, ---------- expenses, and liabilities incurred by Mortgagee Beneficiary in collecting such Rents and in managing, operating, maintaining, protecting, or preserving the Mortgaged Property, if not paid out of Rents as hereinabove provided, shall constitute a demand obligation owing by Mortgagor Grantor and shall bear interest from the date of expenditure until paid at the Default Rate as specified in the NoteRate, all of which shall constitute a portion of the DebtIndebtedness. If Mortgagee elects necessary to enter obtain the Mortgaged Property as possession provided for hereinabove, Mortgagee Beneficiary may invoke any and all legal remedies to dispossess MortgagorGrantor, including specifically one or more actions for forcible entry and detainer, trespass to try title, and restitution. In connection with any action taken by the Mortgagee Beneficiary pursuant to this subsection, Mortgagee Beneficiary shall not be liable for any loss sustained by Mortgagor Grantor resulting from any failure to let the Mortgaged Property, or any part thereof, or from any other act or omission of Mortgagee Beneficiary in managing the Mortgaged Property unless such loss is caused by the willful misconduct or gross negligence of Mortgagee, its agents, employees or officersBeneficiary, nor shall Mortgagee Beneficiary be obligated to perform or discharge any obligation, duty, or liability under any Lease or under or by reason hereof or the exercise of rights or remedies hereunder. Mortgagor shall and does hereby agree to indemnifyGRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEFICIARY AND THE BANKS FOR, defend and hold harmless AND TO HOLD BENEFICIARY AND THE BANKS HARMLESS FROM, ANY AND ALL LIABILITY, LOSS, OR DAMAGE, WHICH MAY OR MIGHT BE INCURRED BY BENEFICIARY AND/OR THE BANKS UNDER ANY SUCH LEASE OR UNDER OR BY REASON HEREOF OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY AND/OR THE BANKS BY REASON OF ANY ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SUCH LEASE. Should Beneficiary and/or the Indemnified Parties (as defined in Section 23 below) from and against, Banks incur any and all such liability, claimthe amount thereof, demandincluding without limitation costs, lossexpenses, damage, cost or expense (including, without limitation, and reasonable attorneys’ fees ' fees, together with interest thereon from the date of expenditure until paid at the Default Rate, shall be secured hereby, and disbursements) which may or might be suffered or incurred by any Indemnified Party under any such Lease or under or by reason hereof or the exercise of rights or remedies hereunder, or by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any such Lease as and to the extent provided under Section 23 belowGrantor shall reimburse Beneficiary therefor immediately upon demand. Nothing in this subsection shall impose any duty, obligation, or responsibility upon Beneficiary or any Indemnified Party Bank for the control, care, management, leasing, or repair of the Mortgaged Property, nor for the carrying out of any of the terms and conditions of any such Lease prior Lease; nor shall it operate to the transfer of title to make Beneficiary or any Bank responsible or liable for any waste committed on the Mortgaged Property by the tenants or by any other parties, or for any Hazardous Substance in, on or under the Mortgaged Property, or for any dangerous or defective condition of the Mortgaged Property or for any negligence in the management, leasing, upkeep, repair, or control of the Mortgaged Property resulting in loss or injury or death to any Indemnified Party by foreclosuretenant, deed-in-lieu thereoflicensee, exercise of power of sale employee, or otherwisestranger. Mortgagor Grantor hereby assents to, ratifies, and confirms any and all actions of the Mortgagee Beneficiary with respect to the Mortgaged Property taken under this subsection. The remedies in this subsection are in addition to other remedies available to Beneficiary and the Banks and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial prejudicial remedies otherwise available to Beneficiary or the Banks. The remedies in this Article VII are available under and governed by the real ----------- property laws of Texas and are not governed by the personal property laws of Texas, including but not limited to, the power to dispose of personal property in a commercially reasonable manner under Section 9.504 of the Code. No action by Beneficiary, taken pursuant to this subsection, shall be deemed to be an election to retain personal property under Section 9.505 of the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (in the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness.