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Priority and Subordination Agreement 19 Teanaway Court <br />on the part of the Senior Lender of any provision of its Senior Loan Documents <br />or this Agreement. <br />e. In the event that an Enforcement Action taken by the Subordinate Lender is the <br />appointment of a receiver for any of the Property, all of the Rents, issues, profits <br />and proceeds collected by the receiver, net of costs and fees that the receiver is <br />authorized to pay or receive as allowed by the court, shall be paid and applied <br />by the receiver solely to and for the benefit of the Senior Lender in the order and <br />priority set forth in Section 2(b) until the Senior Indebtedness shall have been <br />paid in full. <br />f. The Subordinate Lender hereby expressly consents to and authorizes the release <br />by the Senior Lender of all or any portion of the Property from the lien, <br />operation, and effect of their respective Senior Loan Documents. The <br />Subordinate Lender hereby waives to the fullest extent permitted by law, all <br />equitable or other rights it may have (i) in connection with any release of all or <br />any portion of the Property, (ii) to require the separate sale of any portion of the <br />Property, (iii) to require the Senior Lender to exhaust its remedies against any <br />portion of the Property or any combination of portions of the Property or any <br />other collateral for its Senior Indebtedness, or (iv) to require the Senior Lender <br />to proceed against the Partnership, any other party that may be liable for any of <br />the Senior Indebtedness (including any partner of the Partnership), any portion <br />of the Property or combination of portions of the Property, or any other <br />collateral, before proceeding against all or such portions or combination of <br />portions of the Property as the Senior Lender determines. The Subordinate <br />Lender hereby expressly consents to and authorizes, in the event of a Senior <br />Loan Default and a judicial or nonjudicial foreclosure, or disposition of personal <br />property collateral, in each case under applicable law, at the option of the Senior <br />Lender, the sale, either separately or together, of all or any portion of the <br />Property. The Subordinate Lender acknowledges that without notice to <br />Subordinate Lender and without affecting any of the provisions of this <br />Agreement, the Senior Lender may (i) extend the time for or waive any payment <br />or performance under the Senior Loan Documents; (ii) modify or amend in any <br />respect any provision of the Senior Loan Documents (except as provided in <br />Section 5(j) of this Agreement); and (iii) modify, exchange, surrender, release <br />and otherwise deal with any additional collateral for the Senior Indebtedness. <br />The foregoing provisions of this subsection notwithstanding, the Senior Lender <br />agrees, for the benefit of Subordinate Lender, that if, at the time of <br />commencement of any foreclosure proceedings by the Senior Lender, whether <br />judicial or nonjudicial, the Senior Lender holds any cash, cash equivalents, or <br />deposit accounts, including without limitation any proceeds of its Senior Loan, <br />as security for the obligations secured by the Senior Deed of Trust or held by the <br />Senior Lender, for the benefit of the Senior Lender (collectively, “Cash <br />Collateral”), then unless otherwise required by order of any court or by its