exhibit 10. 62 intercreditor and servicing agreement this intercreditor and servicing agreement ( this “ agreement ” ) dated as of the 15th day of august, 2007 by and between wachovia bank, national association, having an address at 301 south college street – nc0166, charlotte, north carolina # # # - # # # - # # # # ( “ initial lead lender ” ), and mw1 - 2002, llc, having an address at 301 south college street – nc0166, charlotte, north carolina # # # - # # # - # # # # ( “ initial co - lender ” ). recitals : a. initial lead lender originated that certain loan in the original principal sum of $ 157, 00, 000. 00 ( the “ loan ” ) to utc properties llc, a delaware limited liability company ( the “ borrower ” ), which is secured, inter alia, by that certain open - end fee and leasehold mortgage, security agreement and fixture filing ( as amended, modified or supplemented, the “ mortgage ” ), dated march 29, 2007, on certain parcels of real property contained in exhibit c attached hereto ( the “ property ” ) ; b. the mortgage secures two ( 2 ) separate and distinct obligations represented by that certain promissory note a in the original principal amount of $ 137, 000, 000 ( together with any and all renewals, amendments, modifications, consolidations and extensions thereof, “ note a ” ) and that certain promissory note b in the maximum principal sum of $ 20, 000, 000 ( together with any and all renewals, amendments, modifications, consolidations and extensions thereof, “ note b ” and together with note a, collectively, the “ promissory note ” ). c. the portion of the loan evidenced by note a is identified as “ loan a ” and the portion of the loan evidenced by note b is identified as “ loan b ” and which, together with loan a, is collectively referred to as the “ loan ”. d. the promissory note is secured, inter alia, by the mortgage. all documents evidencing or securing the loan ( including, without limitation, the mortgage and the promissory note ) shall be collectively referred to herein as the “ loan documents. ” e. capitalized terms not specifically defined herein shall have the meanings ascribed thereto in the mortgage, and