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<br />3 <br /> <br />(b) If Subordinate Lender shall receive any payments or other rights in any property <br />of the Borrower or any other obligor after the Senior Lender has given Subordinate Lender notice of a <br />default, an event of default or an event which with the giving of notice or the passage of time (or both) will <br />constitute a default or an event of default, under the Senior Loan Documents, such payment or property <br />shall be received by Subordinate Lender in trust for Senior Lender and shall immediately be delivered and <br />transferred to Senior Lender. <br />(c) If at any time payment of all or any part of the Senior Indebtedness is rescinded or <br />must otherwise be restored or returned by Senior Lender in connection with any bankruptcy, reorganization, <br />arrangement, insolvency, liquidation or similar proceedings (a “Proceeding”) in respect of Borrower, <br />General Partner or any other obligor, and Subordinate Lender has received payment of all or any part of the <br />Subordinate Indebtedness, Subordinate Lender shall forthwith turn over the same to, and for the account <br />of, Senior Lender, until Senior Lender has received indefeasible payment in full of any such payments on <br />the Senior Indebtedness that have been so rescinded, restored or returned. <br />3. Exercise of Remedies. <br />(a) Subordinate Lender declares, agrees, and acknowledges that it will not, without <br />the prior written consent of Senior Lender: (i) sue the Borrower or any other obligor under any of the <br />Subordinate Loan Documents; (ii) accelerate or accept a prepayment in full or in part of the Subordinate <br />Indebtedness; (iii) commence any action to foreclose or exercise any power of sale under the Subordinate <br />Mortgage; (iv) accept a deed or assignment in lieu of foreclosure for the Property or any part or portion <br />thereof; (v) seek or obtain a receiver for the Property or any part or portion thereof; (vi) take possession or <br />control of the Property, or collect or accept any rents from the Property; (vii) take any action that would <br />terminate any leases or other rights held by or granted to or by third parties with respect to the Property; <br />(viii) initiate or join any other creditor in commencing any Proceeding with respect to the Borrower or any <br />other obligor; (ix) incur any obligation to the Borrower or any other obligor other than as provided in the <br />Subordinate Loan Agreement, (x) exercise any other remedies under the Subordinate Loan Documents; or <br />(xi) take any other enforcement action against the Borrower or any other obligor or against the Property or <br />any part or portion thereof. <br />(b) Subordinate Lender agrees that Senior Lender shall have, as determined in <br />accordance with and subject to the terms of the Senior Loan Documents, upon the occurrence of an Event <br />of Default under and as defined in the Senior Loan Documents, the right to (i) accelerate or accept <br />prepayment in full or in part of the Senior Indebtedness; (ii) commence any action to foreclose or exercise <br />any power of sale under the Senior Mortgage; (iii) accept a deed or assignment in lieu of foreclosure for <br />the Property or any part or portion thereof; (iv) seek or obtain a receiver for the Property or any part or <br />portion thereof; (v) take possession or control of the Property, and collect and accept rents from the <br />Property; (vi) sue the Borrower or any other obligor under any of the Senior Loan Documents; (vii) exercise <br />any rights of set-off or recoupment that Senior Lender may have against the Borrower or any other obligor; <br />(viii) exercise any other remedies under the Senior Loan Documents; or (ix) take any other enforcement <br />action against the Property or any part or portion thereof, all without any responsibility or liability to <br />Subordinate Lender with respect to the Property, the Borrower, the General Partner or any other obligor. <br />(c) Subordinate Lender agrees that Senior Lender shall have absolute power and <br />discretion, without notice to Subordinate Lender, to deal in any manner with the Senior Indebtedness, <br />including interest, costs and expenses payable by the Borrower to Senior Lender, and any security and <br />guaranties therefor, including, but not by way of limitation, release, surrender, extension, renewal, <br />acceleration, compromise or substitution; provided that Senior Lender shall not increase the principal <br />amount of the indebtedness to which the Subordinate Loan Documents are subordinate (other than increases