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7. Subordination and Standstill of Right of Reverter. Notwithstanding anything to the contrary contained in the Limited Warranty Deed for the Real Estate executed and delivered by Creditor to Borrower of even date herewith (the "Deed "), Creditor acknowledges and agrees that the right of reverter in its favor described in the Purchase Agreement and reserved in the Deed (the "Right of Reverter ") is hereby made junior, subject and subordinate to the rights of Bank under the Loan Documents. Following the First Advance and until Bank is paid in full with no obligation to make further advances under the Loans, Creditor agrees as follows: (a) following an Event of Default, Creditor will not oppose Bank's efforts to have a receiver appointed either before or after Creditor commences an action to enforce the Right of Reverter; (b) Creditor's enforcement of the Right of Reverter shall be a non - curable default under the Mortgage, such that if Creditor enforces the Right of Reverter, Creditor may not reinstate the Mortgage prior to a foreclosure sale by curing any other Event of Default; and (c) in the event that Creditor exercises the Right of Reverter and becomes the owner of the Real Estate, Creditor may not seek to have the receiver discharged unless (i) Bank fails to commence foreclosure proceedings within six (6) months following the appointment of the receiver, (ii) Bank commences a foreclosure but fails to schedule and hold a sheriff s sale within a reasonable time, if foreclosing by advertisement, or fails to prosecute a foreclosure by action and schedule and hold a sheriff's sale within a reasonable time after obtaining a final judgment in the action, or (iii) Creditor redeems the property from foreclosure following a sheriff's sale. 8. Notice of Default. Bank hereby agrees to notify Creditor of any Event of Default not waived and existing beyond any grace or cure period, and to give Creditor a reasonable period of time to cure any such defaults before Bank's declaration of acceleration or commencement of any action to enforce its security interests under the Loan Documents. Creditor hereby agrees to notify Bank of any default under the Creditor Documents not waived and existing beyond any grace or cure period, and to give Bank a reasonable period of time to cure any such defaults before Creditor's commencement of any action to enforce its security interests under the Membership Pledge or the Creditor Guaranties. Notwithstanding the foregoing, no failure by either party to provide such notice shall result in liability on the part of such party to the other or affect the other rights and obligations of the parties hereunder. 9. Bankruptcy /Probate of Borrower. In the event a petition or action for relief shall be filed by or against Borrower under any federal bankruptcy statute in effect from time to time, or under any other law relating to bankruptcy, insolvency, reorganization, receivership, general assignment for the benefit of creditors, moratorium, creditor composition, arrangement or other relief for debtors, Bank's claim (secured or unsecured) against the assets or estate of Borrower for repayment of the Obligations shall be indefeasibly paid in full before any payment is made by Mezzanine Borrower to Creditor on the Subordinated Debt, whether such payment is in cash, securities or any other form of property or rights. Bank may, in its discretion, file a proof of claim for or collect Creditor's claim first for the benefit of Bank to the extent of the unpaid 1616593v10 (4982- 95337) 6