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Priority and Subordination Agreement 21 Teanaway Court Covenants occurring prior to the date upon which such party acquired title to the Property, except that said party shall be required to cure continuing defaults under the Restrictive Covenants related to the Property reasonably promptly and in any event within 120 days after the date upon which it acquires title to the Property, or, if any such continuing default is not reasonably susceptible to a cure by such owner within such period, shall commence curing such default as soon as reasonably practicable (and thereafter continuously and diligently pursue the cure of such default to completion), provided that nothing herein shall be construed to excuse any failure to comply in a timely manner with any applicable laws, ordinances, regulations or permits, nor to obligate the Subordinate Lender to forbear from the enforcement thereof. i. Senior Lender agrees that if Senior Lender shall commence judicial or nonjudicial foreclosure proceedings against the Property arising out of a Senior Loan Default not caused by Commerce, then Commerce in its individual capacity as holder of the Commerce Deed of Trust shall have the right, to be exercised at any time prior to the date of any foreclosure sale, to purchase all of the Senior Lender’s right, title and interest in the Senior Deed of Trust that then encumbers the Property and all obligations secured thereby from the Senior Lender for an amount (the “Purchase Price”) equal to the total of all outstanding principal, interest (including default interest), costs, fees (including late fees), prepayment premium (if any), legal fees of Senior Lender, and any other amounts then secured by such Senior Deed of Trust. The Senior Lender shall provide to Commerce, within ten (10) business days of a request by Commerce, an itemized statement of all such amounts. Closing of such sale shall occur on such date as the parties shall mutually agree but in any event not more than thirty (30) calendar days after notice from Commerce of its exercise of such option. At the closing of such sale, the Senior Lender shall deliver recordable assignments of the applicable Senior Loan Documents, properly endorsed for absolute transfer by the Senior Lender, and any other necessary assignments of any other collateral for the Senior Loan Documents, with proper endorsements where applicable, title insurance policies (including title guarantees) and copies of all other documents related to the obligations secured by the Senior Deed of Trust. At the option of Commerce, closing shall be subject to receipt by Commerce of title insurance acceptable to Commerce at Commerce’s expense. Such sale shall be without recourse to the Senior Lender and without warranties except that (i) the Senior Lender will warrant that it has title to the loan documents sold, and (ii) the Purchase Price accurately reflects the amount of the loan balance then accrued and unpaid and all other amounts due under the terms of the Senior Loan Documents (but without any warranty as to the existence or validity of any offsets, defenses or counterclaims that may be asserted by the Partnership or any other person or entity). Commerce shall pay all costs, fees and expenses in connection with such sale.