Common use of Foreclosure Clause in Contracts

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon Immediately commence an action to foreclose this Mortgage or to specifically enforce its provisions or any of the occurrence of an Event of Default, indebtedness secured hereby pursuant to the entire unpaid Indebtedness shall, statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Mortgagee Mortgagee. (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required 1) In the event foreclosure proceedings are filed by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyanceMortgagee, all as then may be provided by law; and Mortgagee shallexpenses incident to such proceeding, out of the proceeds or avails of such saleincluding, after first paying and retaining all feesbut not limited to, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein providedand costs, apply such proceeds to the Indebtedness, including shall be paid by Mortgagor and secured by this Mortgage and by all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessother Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other obligations secured by this Mortgage, with including, without limitation, interest from date of advance or expenditure at the Default Interest Rate (as defined in the Note), rendering any prepayment charge, fee or premium required to be paid under the excessNote in order to prepay principal (to the extent permitted by applicable law), if anyattorneys' fees and any other amounts due and unpaid to Mortgagee under the Loan Documents, as provided may be bid by law; such Mortgagee in the event of a foreclosure sale hereunder. In the event of a judicial sale pursuant to a foreclosure decree, it is understood and agreed that Mortgagee or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, its assigns may become the heirs, successors and assigns purchaser of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof. (2) Mortgagee may, by following the procedures and it satisfying the requirements prescribed by applicable law, foreclose on only a portion of the Property and, in such event, said foreclosure shall not be obligatory upon any purchaser at any such sale to see to affect the application lien of this Mortgage on the remaining portion of the purchase moneyProperty foreclosed.

Foreclosure. Upon Immediately commence an action to foreclose this Security Deed or to specifically enforce its provisions or any of the occurrence of an Event of Default, indebtedness secured hereby pursuant to the entire unpaid Indebtedness shall, statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Mortgagee Grantee. (1) Should Grantee have elected to be exercised at any time that said Event of Default continues to exist)accelerate the indebtedness secured hereby, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it Grantee may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession initiate foreclosure of the Property and may manageby effectuating a non-judicial foreclosure sale. Grantee shall then sell, rent or lease offer for sale, the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided at public sale in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by accordance with the laws of the jurisdiction State of Georgia then in force and governing said sales of real property and improvements under powers conferred by security deeds. Each such sale shall be at the time, place and in the manner prescribed for holding sheriff's sales of property of like kind, in the County where the Property, or a part thereof, is located, after advertising said sale once in each of the four consecutive weeks (without regard to the number of days) immediately preceding the sale in the newspaper in which are advertised sales by the sheriff of said County, all other notice being hereby waived by Grantor. Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to conduct such sale and to execute in the name of Grantor a deed or deeds of conveyance to the purchaser or purchasers, which deed or deeds shall contain full warranties of title in the name of Grantor and shall recite default in payment, advertisement and sale, which shall be conclusive evidence thereof, and shall convey to the purchaser or purchasers good and sufficient titles to the Property sold; and Grantee is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)authorized to be a bidder and purchaser at all such sales. Any Grantee purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Grantee upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Grantor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Grantee, and agrees to issue, execute and deliver a deed accept proceeds of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, if any, which are payable to Grantor as provided herein. All acts of said Grantee as attorney-in-fact are hereby ratified and confirmed. The power of sale referred to above and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the remedies provided hereby, and shall not be exhausted by the exercise thereof, but may be exercised until full payment of the indebtedness secured hereby. (2) Should Grantee have not elected to accelerate the indebtedness secured hereby, Grantee may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by conducting a sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Security Deed due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the secured indebtedness. Such sale, if so made, shall not in any manner affect the unmatured part of the debt secured by this Security Deed, but as to such unmatured part, this Security Deed shall remain in full force as though no sale had been made. Several sales may be made without exhausting the right of sale with respect to any unmatured part of the secured indebtedness, it being the purpose and intent hereof to provide for a foreclosure and the sale of the Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are instituted by Grantee, all expenses incident to such proceedings, including, but not limited to, attorneys' and trustee's fees as herein providedand costs, apply such proceeds to the Indebtedness, including shall be paid by Grantor and secured by this Security Deed and by all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessother Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other obligations secured by this Security Deed, with including, without limitation, interest from date of advance or expenditure at the Default Interest Rate (as defined in the Note), rendering any prepayment charge, fee or premium required to be paid under the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both Note in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale order to see prepay principal (to the application extent permitted by applicable law), attorneys' and trustee's fees and any other amounts due and unpaid to Grantee under the Loan Documents, may be bid by Grantee in the event of the purchase moneya foreclosure sale hereunder.

Foreclosure. Upon If a Default shall have occurred and be continuing, Collateral Agent shall be entitled to proceed to foreclose this Mortgage in the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required manner provided by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)for the foreclosure of mortgages, and Mortgagee mayto cause the sale of all or any portion of the Property for cash or upon such terms and conditions as Collateral Agent may deem expedient, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code judgment or decree of the jurisdiction in which the Property is located, institute proceedings in any a court or courts of competent jurisdiction in order to pay the Indebtedness secured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest therein, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys’ fees. In the event of any such foreclosure sale, Mortgagor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. If a Default shall have occurred and be continuing, to the extent permitted under applicable law, Collateral Agent shall be entitled, and is hereby granted the power, to foreclose this instrument as a mortgageMortgage by non-judicial means. If Collateral Agent elects to foreclose this Mortgage by such means, Collateral Agent shall be authorized, at its option, whether or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take not possession of the Property and may manageis taken, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt after giving notice by publication once a week for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose three (3) consecutive weeks of the Property en masse or in separate parcels (as Mortgagee may think best)time, place and all the right, title and interest terms of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of each such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder together with a description of the IndebtednessProperty, with interest from date of advance or expenditure at the Default Rate (as defined by publication in a newspaper published in the Note), rendering the excess, if any, as provided by law; such sale county or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase counties wherein the Property or any part thereofthereof is located, to sell the Property (or such part or parts thereof as Collateral Agent may from time to time elect to sell) in front of such county’s main or front courthouse door, at public outcry, to the highest bidder for cash. At any foreclosure sale, any part or all of the Property, real, personal or mixed, may be offered for sale in parcels or en masse for one total price, the proceeds of any such sale en masse to be accounted for in one account without distinction between the items included therein or without assigning to them any proportion of such proceeds, Mortgagor hereby waiving the application of any doctrine of marshalling or like proceeding. In case Collateral Agent, in the exercise of the power of sale herein given, elects to sell all or any portion of the Property in parts or parcels, sales thereof may be held from time to time, and it the power of sale granted herein shall not be obligatory upon any purchaser at fully exercised until all of the Property not previously sold shall have been sold or all the Indebtedness and Obligations shall have been paid in full. In the event of any such sale to see foreclosure sale, Mortgagor shall be deemed a tenant holding over and shall forthwith deliver possession to the application purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. Collateral Agent may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Collateral Agent, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. Upon any sale made under or by virtue of this Section 3.04, Collateral Agent may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the purchase moneysale and the costs of the action and any other sums which Collateral Agent is authorized to deduct under this Mortgage.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be his duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, at such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all the right, title and interest of Mortgagor therein, by advertisement or in the absence of any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)such requirement, as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided by law; and Mortgagee shallthat if the Land is situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Subsection 3.2(c), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Land, or any part thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any purchaser at and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any person who is then the president, or any vice president, or the cashier or secretary, or branch manager, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and stead, ▇▇ perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Subsection 3.2(c), including, without limitation, the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in question.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)Agent may, and Mortgagee upon request of a Lender, shall exercise any or all of Agent’s remedies under the Mortgage or other Loan Documents including, without limitation, acceleration of the maturity of all payments and Obligations. Agent may, in addition and upon request of a Lender, shall take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to exercising any rights surrender to Agent) and manage, control or lease the same to such Persons and at such rental as it may have with respect deem proper and collect and apply Rents (as defined in the applicable Mortgage) to the Personal payment of: (i) the Obligations, together with all costs and attorneys’ fees; (ii) all levies, assessments or liens which may be prior in lien or payment to the Obligations, and premiums for insurance, with interest on all such items; and (iii) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of each, any and all Property under and the Uniform Commercial Code management and operation thereof; all in such order or priority as Agent in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the jurisdiction in which the Property is locatedforeclosure sale of each, institute proceedings in any and all Property. Agent may, and upon request of a Lender, shall apply to any court of competent jurisdiction to foreclose this instrument as for the appointment of a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt receiver for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empoweredpurposes including, as agent or attorney in fact, either after or without such entrylimitation, to sell manage and dispose of the Property en masse or in separate parcels (as Mortgagee may think best)operate each, any and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it to apply the Rents (as defined in the applicable Mortgage) therefrom as hereinabove provided. In the event of such application, Borrower consents to the appointment of a receiver, and agrees that a receiver may be appointed without notice to Borrower, without regard to whether Borrower has committed waste or permitted deterioration of each, any or all of the Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Borrower or any other person, firm or corporation who or which may be liable for the payment of the Obligations. Agent may, and upon request of a Lender, shall not exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon the Mortgage and sale of each, any and all Property, or any part of the Property, at public sale conducted according to applicable law (referred to as “Sale”) and conduct additional Sales as may be obligatory required until all of the Property is sold or the Obligations are satisfied. With respect to any portion of each, any and all Property governed by the UCC, Agent shall have all of the rights and remedies of a secured party thereunder. Agent may elect to foreclose upon any purchaser Property that is Fixtures under law applicable to foreclosure of interests in real estate or law applicable to personal property. Agent may, and upon request of a Lender, shall bid at Sale and may accept, as successful bidder, credit of the bid amount against the Obligations as payment of any such sale to see to the application portion of the purchase moneyprice. Agent shall apply the proceeds of Sale, first to any fees or attorney fees permitted Agent by law in connection with Sale, second to expenses of foreclosure, publication, and sale permitted Agent by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by law.

Foreclosure. Upon Grantor hereby authorizes and empowers the occurrence of an Event of DefaultTrustee, the entire unpaid Indebtedness shallor his successor or substitute, and it shall be his special duty at the option request of Mortgagee (▇▇▇▇▇▇ to take possession of and/or to sell the Property or any part thereof. Prior to any sale of the Property by Trustee, Trustee shall notify Grantor in accordance with all applicable laws. In the event of a postponement of any sale of the Property, which may be exercised done in the sole discretion of Trustee, no new or additional notice need be given by Trustee to Grantor for the next scheduled sale of the Property. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Holder may request at any such time that said Event of Default continues to exist)and place, become immediately due and payable for all purposes without any notice or demand, except after such previous public advertisement as Trustee shall deem advantageous and proper and at such times and containing such information as required by law applicable laws and rules, without regard to any right of the Grantor or any other person to the marshalling of assets. Public advertisement prior to foreclosure sale of the time, place and terms of sale by publication once a week for two (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION2) weeks or once a day for three (3) days, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee maywhich may be consecutive, in addition to exercising any rights it may have with respect to a newspaper published or having a general circulation in the Personal Property under the Uniform Commercial Code of the jurisdiction city or county in which the Property is locatedto be sold, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms is located shall be sufficient. Except as Mortgagee may deem expedientbe required by Section 58.1-3340 of the Virginia Code, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose no purchaser of the Property en masse or in separate parcels (shall be required to see to the proper application of the purchase money. To the extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as Mortgagee may think best)be required by law. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and all Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Amended and Restated Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, title and interest of Mortgagor thereinat its sole election, by advertisement or in any manner provided by to request Trustee to sell less than the laws whole of the jurisdiction in Property. Trustee may, after any request or direction by ▇▇▇▇▇▇, sell not only the real property but also the Collateral and other interests which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver are a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out part of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byas a unit and as a part of a single sale, from, through or under Mortgagor. The legal holder may sell any part of the Indebtedness may purchase Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any part thereofsale any of the Collateral. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances, conveying the property so sold to the purchaser or purchasers in fee simple, subject to the Permitted Encumbrances (and to such leases and other matters, if any, as Trustee may elect upon request of Holder), and it shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be obligatory upon responsible for the application thereof. The power of sale granted herein shall not be exhausted by any purchaser at sale held hereunder by Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of ▇▇▇▇▇▇, such sale shall not exhaust the power of sale hereunder and ▇▇▇▇▇▇ shall have the right to see cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds or other conveyances given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Secured Indebtedness or as to the application occurrence of any default, or as to ▇▇▇▇▇▇'s having declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by ▇▇▇▇▇▇ or by such Trustee, substitute or successor, shall be taken as prima facie evidence of the purchase moneytruth of the facts so stated and recited. The Trustee or his successor or substitute may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale.

Foreclosure. Upon In addition to the occurrence of an Event of Default, the entire unpaid Indebtedness shallrights and remedies set forth in Article 7, at the option of Mortgagee (to Lender, this Mortgage may be exercised at foreclosed in any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice manner now or demand, except as required hereafter provided by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)Alabama law, and Mortgagee mayLender, in addition or its agent, may sell, pursuant to exercising power of sale or otherwise, the Property or any rights it part of the Property (including, without limitation, any leasehold, subleasehold or other interest therein encumbered hereby as Lender may have with respect from time to time elect to sell) at public outcry to the Personal Property under the Uniform Commercial Code highest bidder for cash in front of the jurisdiction in which main entrance of the county courthouse of the county where the Property is located, institute proceedings either in any court of competent jurisdiction to foreclose this instrument as a mortgageperson or by auctioneer, or to enforce any after having first given notice of the covenants hereoftime, or Mortgagee mayplace and terms of sale, either personally or by agent or attorney in fact, enter upon and take possession together with a description of the property to be sold, at least once a week for three (3) successive weeks preceding the date of such sale in some newspaper published in said county; provided, however, that (i) if the Property is located in more than one county, publication is to be made in all counties in which such Property is located, and (ii) if no newspaper is published in a county where the Property is located, notice shall be in a newspaper in an adjoining county. At any such sale, Lender may manage, rent or lease execute and deliver to the purchaser a conveyance of the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose part of the Property en masse Property. Lender may bid at said sale in the form of cash, cash equivalents and/or cancellation of all or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws part of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidObligations, or any part combination thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may and purchase the Property or any part or parcel thereof, and it shall not be obligatory upon if the highest bidder therefor. In the event of any purchaser at any such sale to see to the application under this Mortgage by virtue of the purchase moneyexercise of the powers herein granted, or pursuant to any order in any judicial proceedings or otherwise, the Property may be sold as an entirety or in separate parcels and in such manner or order as Lender in its sole discretion may elect. Any sale may be adjourned by Lender, or its agent, and reset at a later date without additional publication; provided that an announcement to that effect be made at the scheduled place of sale at the time and on the date the sale is originally set.

Foreclosure. Upon (a) Lender may exercise any or all of Lender’s remedies under the occurrence Mortgage or other Loan Documents including, without limitation, acceleration of an Event the maturity of Defaultall payments and Obligations, other than Obligations under any Swap Agreements with Lender or any of its Affiliates, which shall be due in accordance with and governed by the entire unpaid Indebtedness shallprovisions of said Swap Agreements; (b) Lender may take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to surrender to Lender) and manage, control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents (as defined in the option of Mortgagee Mortgage) to the payment of: (i) the Obligations, together with all costs and attorneys’ fees; (ii) all Impositions (as defined in the Mortgage) and any other levies, assessments or liens which may be prior in lien or payment to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)the Obligations, and Mortgagee maypremiums for insurance, with interest on all such items; and (iii) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of each, any and all Property and the management and operation thereof; all in addition such order or priority as Lender in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of each, any and all Property; (c) Lender may apply to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as for the appointment of a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt receiver for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empoweredpurposes including, as agent or attorney in fact, either after or without such entrylimitation, to sell manage and dispose of the Property en masse or in separate parcels (as Mortgagee may think best)operate each, any and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it to apply the Rents therefrom as hereinabove provided. In the event of such application, Borrower consents to the appointment of a receiver, and agrees that a receiver may be appointed without notice to Borrower, without regard to whether Borrower has committed waste or permitted deterioration of each, any or all of Borrower’s Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Borrower or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (d) Lender may exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon the Mortgage and sale of each, any and all Property, or any part of the Property, at public sale conducted according to applicable law (referred to as “Sale”) and conduct additional Sales as may be required until all of the Property is sold or the Obligations are satisfied; (e) With respect to any portion of each, any and all Property governed by the Code, Lender shall not be obligatory have all of the rights and remedies of a secured party thereunder. Lender may elect to foreclose upon any purchaser Property that is Fixtures under law applicable to foreclosure of interests in real estate or law applicable to personal property; (f) Lender may bid at Sale and may accept, as successful bidder, credit of the bid amount against the Obligations as payment of any such sale to see to the application portion of the purchase moneyprice; and (g) Lender shall apply the proceeds of Sale, first to any fees or attorney fees permitted Lender by law in connection with Sale, second to expenses of foreclosure, publication, and sale permitted Lender by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by law.

Foreclosure. (a) Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to this Mortgage may be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except foreclosed as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Properties, or any part thereof, byin any manner permitted by applicable law. (b) Upon the occurrence and during the continuance of an Event of Default, from, through Mortgagee may exercise its rights of enforcement with respect to the Collateral under the UCC or under any other statute in force in any state to the extent the same is applicable law and: (i) Mortgagee may enter upon the Mortgaged Properties or otherwise upon Mortgagor. The legal holder ’s premises to take possession of, assemble and collect the Collateral or to render it unusable; (ii) Mortgagor shall upon Mortgagee’s request assemble the Collateral and make it available at one or more places reasonably designated by Mortgagee to allow Mortgagee to take possession or dispose of the Indebtedness Collateral; (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; (iv) in the event of a foreclosure of the liens or security interests created or evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Mortgagee, be sold, as a whole or in parts, together or separately (for example, when a portion of the Mortgaged Properties is sold, the Collateral related thereto may purchase be sold in connection therewith); (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.6 as if the same were sales proceeds; and (vii) Mortgagee shall have full power and authority to act as Mortgagor’s attorney-in-fact, and Mortgagor hereby grants to Mortgagee appropriate powers of attorney to act for and on behalf of Mortgagor, in all dealings with the Department of Interior and all other agencies, departments and subdivisions of the United States of America and of all states in all transactions relating to the Property or any part thereof. Mortgagor hereby authorizes and directs all such agencies, departments and subdivisions to rely upon any writing from Mortgagee asserting that a default has occurred and is continuing, without inquiry into whether or not such default actually occurred and is continuing, and Mortgagor agrees that the exercising by Mortgagee of such powers of attorney may be relied upon in all respects and, as between Mortgagor and such agency, department or subdivision, shall be binding upon Mortgagor. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and one or more successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Mortgagee, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Mortgagee shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any Event of Default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done by any Person, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all Persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Mortgagee as to the occurrence of any event or the satisfaction of any condition, such as the existence of an Event of Default, and shall not be charged with or forced to review any provision of this Mortgage or any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens or security interests covered hereby, it shall not be obligatory upon necessary for Mortgagee, any purchaser at any such sale to see to the application public officer acting under execution or order of the purchase moneycourt or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof.

Foreclosure. (a) Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, a default; (i) Trustee is authorized and empowered and it shall be Trustee's special duty at the option request of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, Agent to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Properties, or any part thereof, byas an entirety or in parcels as Agent may elect, fromat such place or places and otherwise in the manner and upon such notice as may be required by law or, through in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or under Mortgagorsubstitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. As to those Mortgaged Properties located in the State of California (or within the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby), Trustee is requested, authorized and empowered to record a written notice of default and election to sell and, after a lapse of such time as is required by law, following recordation of such notice, give a notice of sale as required by law and sell such Mortgaged Properties at the time and place of sale fixed in such notice to the highest bidder for cash. Trustee shall deliver to such purchaser or purchasers thereof a trustee's deed conveying the property so sold, which shall not contain any covenant or warranty, express or implied. The legal holder recitals in such deed of any matters or facts shall be conclusive proof of the Indebtedness truthfulness thereof. (ii) Commence an action to foreclosure this Mortgage; and/or (iii) Exercise all other rights and remedies provided herein, in this Mortgage or any other Loan Document or other document or agreement now or hereafter securing all or any portion of the secured indebtedness, or otherwise as provided by applicable law. (b) Upon the occurrence of a default, Agent may purchase exercise its rights of enforcement with respect to the Collateral under the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, be sold, as a whole or in parts, together or separately (including where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Trustee or his successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Agent as to the occurrence of an event, such as an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Trustee, Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it Collateral Agent may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Mortgaged Property en masse at public auction, at the usual place for conducting sales at the courthouse in the county where the Mortgaged Property or any part thereof may be located, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks (without regard to the actual number of days) in separate parcels (a newspaper in which sheriff's advertisements are published in said county, all other notice being hereby waived by Grantor; and Collateral Agent may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Mortgaged Property in fee simple, which conveyance may contain recitals as Mortgagee may think best)to the happening of the default upon which the execution of the power of sale, herein granted, depends, the said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with. Grantor hereby constitutes and appoints Collateral Agent or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Collateral Agent or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest interest, equity of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtednessredemption, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessstatutory redemption, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)homestead, rendering the excessdower, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, curtesy and all other persons claiming exemptions of Grantor, or its successors in interest, in and to the Property aforesaidMortgaged Property. At the election of Collateral Agent, the Mortgaged Property, or any part thereof, bymay be sold in one parcel and as an entirety, fromor in such parcels, through manner or under Mortgagor. The legal holder order as Collateral Agent may elect, and one or more exercises of the Indebtedness powers herein granted shall not extinguish or exhaust the powers unless the entire Mortgaged Property is sold or the indebtedness secured hereby is paid in full, and Collateral Agent, or its assigns, shall collect the proceeds of such sale, applying such proceeds as hereinafter provided (in the event of deficiency, Grantor shall immediately on demand from Collateral Agent pay over to Collateral Agent, or its nominee, such deficiency). Grantor acknowledges that Collateral Agent may bid for and purchase the Mortgaged Property at any such foreclosure sale and shall be entitled to apply all or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see of the indebtedness secured hereby as a credit to the application of the purchase moneyprice. The power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise.

Foreclosure. Upon the occurrence of an Event of Default(i) Lender, the entire unpaid Indebtedness shallwith or without entry, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)personally or by its agents or attorneys, become immediately due and payable for all purposes without any notice or demand, except insofar as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)applicable, and Mortgagee may, in addition to exercising any rights it and every other remedy, may have with respect (i) sell to the Personal Property under extent permitted by law and pursuant to the Uniform Commercial Code power of sale granted herein, all and singular, the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best)Property, and all the estate, right, title and interest of Mortgagor interest, claim and demand therein, by advertisement and right of redemption thereof, at one or more sales, as an entirety or in any manner provided parcels, and at such times and places as required or permitted by law and as are customary in the laws of the jurisdiction county in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute upon such terms as Lender may fix and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined specify in the Note), rendering the excess, if any, notice of sale to be given to Borrower (and on such other notice published or otherwise given as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid), or any part thereof, by, from, through as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under Mortgagor. The legal holder the provisions of the Indebtedness may purchase laws of the jurisdiction or jurisdictions in which the Property or any part thereofthereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and it enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Security Instrument, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Lender, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Lender may conduct any number of sales from time to time. The power of sale shall not be obligatory upon exhausted by any purchaser at one or more such sales as to any such sale to see part of the Property remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. (iii) Upon taking title to the application Property (whether by foreclosure, deed in lieu or otherwise) by Lender or any other purchaser or assignee of the purchase moneyProperty after an Event of Default, Borrower shall assign and transfer all of its right, title and interest in and to the Property to Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact to execute all documents and take all actions necessary to effectuate such assignment and transfer, provided that such power may only be exercised by Lender while an Event of Default exists and is continuing.

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Mortgaged Property, or take such other action at law, equity or by contract for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shall, balance of the Loan. The unpaid balance of any judgment shall bear interest at the option of greater of: (a) the statutory rate provided for judgments, or (b) the Default Rate. Without limiting the foregoing, Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due may foreclose this Mortgage and payable exercise its rights as a secured party for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon of the Loan which are then due and payable, subject to the continuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Property by judicial proceedings, the Mortgaged Property may be sold in one parcel or in such terms parcels, manner or order as Mortgagee in its sole discretion may deem expedientelect. Mortgagor, for itself and collectanyone claiming by, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided through or under it, hereby agrees that Mortgagee shall in case of sale. Mortgagee is hereby further authorized and empoweredno manner, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse law or in separate parcels (as Mortgagee may think best)equity, and all the rightbe limited, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees except as herein provided, apply such proceeds in the exercise of its rights in the Mortgaged Property or in any other security hereunder or otherwise appertaining to the IndebtednessLoan or any other obligation secured by this Mortgage, including all sums advanced whether by any statute, rule or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined precedent which may otherwise require said security to be marshalled in the Note), rendering the excess, if any, as provided by law; such sale or sales any manner and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors for itself and assigns of Mortgagor, and all other persons claiming the Property others as aforesaid, hereby expressly waives and releases any right to or any part benefit thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or failure to make any part thereof, and it tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser proceeding instituted by Mortgagee to collect the Loan or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property. If Mortgagee shall have the right to foreclose this Mortgage, Mortgagor authorizes Mortgagee at its option to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights will not be asserted by Mortgagor as a defense to any proceeding instituted by Mortgagee to collect the Debt or any deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyMortgaged Property, it being expressly understood and agreed, however, that nothing herein contained shall prevent Mortgagee from asserting in any proceeding disputing the amount of the deficiency or the sufficiency of any bid at such foreclosure sale, that any such tenancies adversely affect the value of the Mortgaged Property.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it i) Trustee may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may manage(y) procure such title reports, rent surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or lease otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any portion thereof upon right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Mortgagee may deem expedienthaving first given such notice prior to the sale of such time, place and collect, receive and receipt for all rentals and other income therefrom and apply terms by publication in at least one (1) newspaper published or having general circulation in the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent county or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction counties in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and to issue, execute such other times and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessother methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided by law; such sale in this Deed of Trust or sales any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and said deed costs incurred in the repair, maintenance and operation of, or deeds so made shall be a perpetual bartaking possession of, both in law and equity, against Mortgagoror selling, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyProperty.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property Towne Centre Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property Towne Centre Project and may manage, rent or lease the Property Towne Centre Project or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property Towne Centre Project en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor Grantor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Trustee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property Towne Centre Project and of making said sale, and attorneys' fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)Rate, rendering the excess, if any, as provided by lawthe Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against MortgagorGrantor, the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property Towne Centre Project aforesaid, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property Towne Centre Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Towne Centre Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the Towne Centre Project, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed) title to all or any part of the Towne Centre Project which gives a purchaser possession of, or income from, the Towne Centre Project prior to a transfer of title to all or any part of the Towne Centre Project or (iii) cause or permit a Change in the Proportionate Ownership of Grantor (as defined in the Master Loan Agreement).

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be his duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, at such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all the right, title and interest of Mortgagor therein, by advertisement or in the absence of any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)such requirement, as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided by law; and Mortgagee shallthat if the Land is situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Subsection 3.2(c), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Land, or any part thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any purchaser at and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any person who is then the president, or any vice president, or the cashier or secretary, or branch manager, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and stea▇, ▇▇ perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Subsection 3.2(c), including, without limitation, the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in question.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it i) Trustee may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of and sell the Property, or any part thereof requested by ▇▇▇▇▇▇ to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may manage(y) procure such title reports, rent surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or lease otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any portion thereof upon right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Mortgagee may deem expedienthaving first given such notice prior to the sale of such time, place and collect, receive and receipt for all rentals and other income therefrom and apply terms by publication in at least one (1) newspaper published or having general circulation in the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent county or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction counties in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and to issue, execute such other times and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessother methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided by law; such sale in this Deed of Trust or sales any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and said deed costs incurred in the repair, maintenance and operation of, or deeds so made shall be a perpetual bartaking possession of, both in law and equity, against Mortgagoror selling, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyProperty.

Foreclosure. Upon the occurrence of (a) If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent shall be entitled to proceed to foreclose this Deed of Trust and to take any and all necessary legal steps to pay the entire unpaid Indebtedness shallsecured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest therein, and all expenses of all proceedings in connection therewith, including reasonable attorneys’ fees. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. (b) Intentionally omitted. (c) Collateral Agent may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable place appointed for all purposes without any notice such sale or demandfor such adjourned sale or sales; and, except as required otherwise provided by law any applicable provision of law, Collateral Agent, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONd) Upon the completion of any sale or sales made by Collateral Agent under or by virtue of this Section 3.04, OR OF THE INTENT TO EXERCISE SUCH OPTIONCollateral Agent, BEING HEREBY EXPRESSLY WAIVED)Trustee, or an officer of any court empowered to do so, shall execute and Mortgagee may, in addition to exercising any rights it may have with respect deliver to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as accepted purchaser or purchasers a mortgagegood and sufficient instrument, or to enforce any of the covenants hereofgood and sufficient instruments, or Mortgagee mayconveying, either personally or by agent or attorney in factassigning and transferring all estate, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest in and to the property and rights sold. Each of Mortgagor thereinTrustee and Collateral Agent is hereby irrevocably appointed the true and lawful attorney of Grantor, by advertisement or in any manner provided by the laws its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, rights so sold and for that purpose Collateral Agent or Trustee may execute and deliver a deed all necessary instruments of conveyance, all as then may be provided by law; assignment and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said saletransfer, and attorneys' fees as herein providedmay substitute one or more persons with like power, apply Grantor hereby ratifying and confirming all that its said attorney or such proceeds to the Indebtedness, including all sums advanced substitute or expended substitutes shall lawfully do by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; virtue hereof. Any such sale or sales made under or by virtue of this Section 3.04 shall operate to divest all the estate, right, title, interest, claim and said deed demand whatsoever, whether at law or deeds in equity, of Grantor in and to the properties and rights so made sold, and shall be a perpetual bar, bar both in at law and equity, in equity against Mortgagor, the heirs, successors Grantor and assigns of Mortgagor, against any and all other persons claiming or who may claim the Property aforesaidsame, or any part thereof, by, thereof from, through or under Mortgagor. The legal holder Grantor. (e) Upon any sale made under or by virtue of the Indebtedness this Section 3.04, Collateral Agent may purchase bid for and acquire the Property or any part thereof, thereof and it shall not be obligatory upon any purchaser at any such sale to see to the application in lieu of paying cash therefor may make settlement for all or a portion of the purchase moneyprice by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Collateral Agent is authorized to deduct under this Deed of Trust.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect Subject to the Personal Property provisions of this subsection (g) and subsection (i) below, foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold interest under the Uniform Commercial Code Lease from Lessee to Lender by virtue or in lieu of the jurisdiction in which the Property is located, institute foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any court provision of competent jurisdiction to foreclose this instrument as or a mortgagedefault under the Lease and upon such foreclosure, sale or conveyance, Lessor shall recognize Lender, or any other foreclosure sale purchaser or recipient of any deed in lieu, as the Lessee under the Lease; provided: (i) Lender shall have fully complied with the provisions of this Agreement applicable prior to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take gaining possession of the Property Premises and may manage, rent Lender or lease the Property foreclosure sale purchaser or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided deed in case of sale. Mortgagee is hereby further authorized and empoweredlieu recipient, as agent or attorney in factthe case may be, either who is to become the Lessee under the Lease shall comply with the provisions of this Agreement applicable after or without such entry, to sell and dispose gaining possession of the Property en masse Premises; (ii) Lender, or the foreclosure sale purchaser or deed in separate parcels lieu recipient, as the case may be, who is to become the Lessee under the Lease shall be responsible for taking such actions as shall be necessary to obtain possession of the Premises; and (iii) Lender, or the foreclosure sale purchaser or deed in lieu recipient, as Mortgagee the case may think bestbe, who is to become the Lessee under the Lease shall execute, acknowledge and deliver to Lessor an instrument in form satisfactory to Lessor pursuant to which Lender or the foreclosure sale purchaser or deed in lieu recipient, as the case may be, expressly assumes all obligations of the Lessee under the Lease, which instrument shall contain the same representation and release by the entity assuming the Lessee’s obligations under the Lease as are made by Lender pursuant to Section 3 of this Agreement. If there are two or more Leasehold Mortgages or foreclosure sale purchasers (whether of the same or different Leasehold Mortgages), and all Lessor shall have no duty or obligation whatsoever to determine the right, title and interest relative priorities of Mortgagor therein, by advertisement such Leasehold Mortgages or in any manner provided by the laws rights of the jurisdiction in which different holders thereof and/or foreclosure sale purchasers. If Lender becomes the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of Lessee under the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidLease, or under any part thereofnew lease obtained pursuant to subsection (h) below, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it Lender shall not be obligatory upon any purchaser at any such sale to see to personally liable for the application obligations of the purchase moneyLessee under the Lease accruing prior to or after the period of time that Lender is the Lessee thereunder.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee Beneficiary (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, OPTION BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor thereinGrantor, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' attorney's fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, Grantor and the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property aforesaid, or any part thereof, thereof by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser the purchasers at any such sale to see to the application of the purchase money. In addition to the above remedies, it is agreed that upon the occurrence of an Event of Default, Beneficiary may, at its option (to be exercised at any time that said Event of Default continues to exist), without demand or notice, request the Trustee, and the Trustee shall be, and is hereby authorized and empowered to proceed with foreclosure and sale of the Property by advertisement or in any manner provided by the laws of the state in which the Property is located in satisfaction of the item in default as if under a full foreclosure, but without declaring the unmatured portion of the Indebtedness due; such sale shall be made subject to the unmatured portion of the Indebtedness and it is agreed that such sale shall not in any manner affect the unmatured portion of the Indebtedness, but as to such unmatured portion, this instrument shall remain in full force and effect just as though no sale had been made under the provisions of this paragraph and it is further agreed that several sales may be made without exhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the covenants, conditions or stipulations set out herein.

Foreclosure. Upon the occurrence of any Event of Default, the Trustee, his successor or substitute, is authorized and empowered and it will be his special duty at the request of BNPPLC to foreclose the interest of NAI in the Mortgaged Property or any part thereof by nonjudicial notice and sale, and BNPPLC shall have the right to foreclose by judicial foreclosure, in either case in accordance with applicable law. Any sale made by the Trustee hereunder may be as an entirety or in such parcels as BNPPLC may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property are less than the aggregate of the Secured Obligations then outstanding and the expense of executing this trust as provided herein, this instrument and the lien hereof will remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that NAI will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. The Trustee may sell the Mortgaged Property in parcels or as a whole and in any order the Trustee may elect. After each sale, the Trustee will make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of NAI, conveying the property so sold to the purchaser or purchasers without warranty of title by the Trustee, and will receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Trustee will satisfy the obligation of purchaser at such sale therefor, and such purchaser will not be responsible for the application thereof. The power of sale granted herein will not be exhausted by any sale held hereunder by the Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as BNPPLC may deem necessary until all of the Mortgaged Property has been duly sold and all Secured Obligations have been fully paid and satisfied. In the event any sale hereunder is not completed or is defective in the opinion of BNPPLC, such sale will not exhaust the power of sale hereunder and BNPPLC will have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds given by the Trustee or any successor or substitute appointed hereunder as to nonpayment of any Secured Obligations, or as to the occurrence of any Event of Default, or as to BNPPLC having declared all or any part of the Secured Obligations to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of the Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by BNPPLC or by such Trustee, substitute or successor, will be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee, his successor or substitute, may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustee, his successor or substitute. This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of North Carolina or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the power of sale granted herein to sell the Security in accordance with the provisions of this instrument. BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and any BNPPLC purchasing at any such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC. Upon the occurrence of an Event of Default, BNPPLC may exercise its rights of enforcement with respect to the entire unpaid Indebtedness shallCollateral under the North Carolina Uniform Commercial Code, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)amended, and Mortgagee mayin conjunction with, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), substitution for those rights and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.remedies:

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property Bayshore Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property Bayshore Project and may manage, rent or lease the Property Bayshore Project or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property Bayshore Project en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor Grantor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Trustee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property Bayshore Project and of making said sale, and attorneys' fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)Rate, rendering the excess, if any, as provided by lawthe Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against MortgagorGrantor, the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property Bayshore Project aforesaid, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property Bayshore Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Bayshore Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the Bayshore Project, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed) title to all or any part of the Bayshore Project which gives a purchaser possession of, or income from, the Bayshore Project prior to a transfer of title to all or any part of the Bayshore Project or (iii) cause or permit a Change in the Proportionate Ownership of Grantor (as defined in the Master Loan Agreement).

Foreclosure. Upon In the occurrence event of an Event the nonpayment of Defaultany indebtedness when due, whether by acceleration or otherwise, or upon the happening of any of the events specified in the last preceding paragraph, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the entire unpaid Indebtedness shallwhole or any part of the Collateral in such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker's board or securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of the Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, as amended, and that the expenses of such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Pledgee and Pledgor hereby agree that such private sale will be at a purchase price mutually agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price established by a majority of three independent appraisers knowledgeable of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee to do so, one named by Pledgee within such ten (10) day period, and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the option direction of Mortgagee (Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be exercised at any time that said Event of Default continues transferred to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, Pledgee or to enforce any of purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the covenants hereoftransfer in question, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of (b) to deliver same together with the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think bestcertificate(s), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall evidencing the Collateral to be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see transferred to the application of Pledgee or the purchase moneypurchaser.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it The Trustees may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of and sell the Property, or any part thereof requested by the Beneficiary to be sold, and in connection therewith the Grantors hereby (a) assent to the passage of a decree for the sale of the Property and may manage, rent or lease by the Property or any portion thereof upon such terms as Mortgagee may deem expedientequity court having jurisdiction, and collect, receive (b) authorize and receipt for all rentals empower the Trustees to take possession of and other income therefrom and apply the sums so received as hereinafter provided sell (or in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, the default of any purchaser to sell and dispose of resell) the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byall in accordance with the Laws or rules of court relating to deeds of trust, fromincluding any amendments thereof, through or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, the Beneficiary and/or the Trustees may (a) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (b) make such repairs and Additions to the Property as they deem advisable, all of which shall constitute Expenses. In case of any sale under Mortgagor. The legal holder this Deed of Trust, by virtue of judicial proceedings or otherwise, the Grantor's interest in the Property may be sold as an entirety or in parcels, by one sale or by several sales, as may be deemed 29 30 by the Trustees to be appropriate and without regard to any right of the Indebtedness Grantors or any other Person to the marshaling of assets. Any sale hereunder may purchase be made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Trustees shall deem appropriate and advantageous and as required by Law. Upon the terms of such sale being complied with, the Trustees shall convey to, and at the cost of, the purchaser or purchasers the interests of the Grantors in the Property so sold, free and discharged of and from all estate, title or interest of the Grantors, at law or in equity (including, but not limited to any part thereofrights under the Sub-Lease and/or the Facility Lease to occupy the Property), and it shall not be obligatory upon any such purchaser at any such sale or purchasers being hereby discharged from all liability to see to the application of the purchase money, and such purchaser or purchasers having the right to terminate the Sub-Lease and/or the Facility Lease. The proceeds of such sale or sales under this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustees and applied as follows: First, to pay (a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, among other things, a counsel fee of $5,000 to the attorneys representing the Beneficiary and the Trustees for conducting the proceedings if without contest, but if legal services be rendered to the Trustees and the Beneficiary in connection with any contested matter in the proceedings, then such other counsel fees shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper, and (b) a trustees' commission equal to the commission allowed trustees for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all of the Obligations and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and lastly, to pay the surplus, if any, to the Grantors or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property, and less the Expenses, if any, of obtaining possession. Immediately upon the filing of any foreclosure under this Deed of Trust, there shall also become due and owing by the Grantors a commission on the total amount of the Obligations then due equal to one-half of the percentage allowed as commission to trustees making sales under orders or decrees of the equity court having jurisdiction, and no Person shall be required to receive only the aggregate amount of the Obligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. (a) Should Agent (acting at the direction of the Required Holders) elect to foreclose by exercise of the power of sale herein contained, Agent shall deliver to Trustee a written declaration of default and demand for sale, and shall deposit with Trustee this Security Instrument and such receipts and evidence of expenditures made and secured hereby as Trustee may require. (b) Upon the occurrence receipt of an Event notice from Agent, Trustee shall cause to be recorded, published and delivered to Grantor such notice of Default, the entire unpaid Indebtedness default and election to sell as is then required by law. Trustee shall, at the option without demand on Grantor, after lapse of Mortgagee (to such time as may then be exercised at any time that said Event required by law and after recordation of Default continues to exist), become immediately due such notice of default and payable for all purposes without any after notice or demand, except of sale having been given as required by law law, sell the Property at the time and place of sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items and in such order as Agent (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONacting at the direction of the Required Holders) may direct Trustee so to do, OR OF THE INTENT TO EXERCISE SUCH OPTIONat public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, BEING HEREBY EXPRESSLY WAIVED)but without any covenant or warranty, express or implied. The recitals in such deed of any matter or fact shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Grantor, Trustee, Agent or any Agent, may purchase at such sale, and Mortgagee Grantor hereby covenants to warrant and defend the title of such purchaser or purchasers. (c) Subject to applicable law, Trustee may postpone the sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement, or may, in addition to exercising any rights it its discretion, give a new notice of sale. (d) The Property may have with respect to be sold in one or more parcels and in such manner and order as Agent (acting at the Personal Property under the Uniform Commercial Code direction of the jurisdiction in which Required Holders), may direct Trustee so to do. A sale of less than the Property is located, institute proceedings in any court whole of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientdefective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then subsequent sales may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.hereunder until all

Foreclosure. Upon (a) Lender may exercise any or all of Lender's remedies under the occurrence Mortgage or other Loan Documents including, without limitation, acceleration of an Event the maturity of Defaultall payments and Obligations, other than Obligations under any Swap Agreements with Lender or any of its Lender Affiliates, which shall be due in accordance with and governed by the entire unpaid Indebtedness shallprovisions of said Swap Agreements; (b) Lender may take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to surrender to Lender) and manage, control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents (as defined in the option of Mortgagee Mortgage) to the payment of: (i) the Obligations, together with all costs and attorneys' fees; (ii) all Impositions (as defined in the Mortgage) and any other levies, assessments or liens which may be prior in lien or payment to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)the Obligations, and Mortgagee maypremiums for insurance, with interest on all such items; and (iii) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of each, any and all Property and the management and operation thereof; all in addition such order or priority as Lender in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of each, any and all Property; (c) Lender may apply to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as for the appointment of a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt receiver for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empoweredpurposes including, as agent or attorney in fact, either after or without such entrylimitation, to sell manage and dispose of the Property en masse or in separate parcels (as Mortgagee may think best)operate each, any and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it to apply the Rents therefrom as hereinabove provided. In the event of such application, Borrower consents to the appointment of a receiver, and agrees that a receiver may be appointed without notice to Borrower, without regard to whether Borrower has committed waste or permitted deterioration of each, any or all of Borrower's Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Borrower or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (d) Lender may exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon the Mortgage and sale of each, any and all Property, or any part of the Property, at public sale conducted according to applicable law (referred to as “Sale”) and conduct additional Sales as may be required until all of the Property is sold or the Obligations are satisfied; (e) With respect to any portion of each, any and all Property governed by the UCC, Lender shall not be obligatory have all of the rights and remedies of a secured party thereunder. Lender may elect to foreclose upon any purchaser Property that is Fixtures under law applicable to foreclosure of interests in real estate or law applicable to personal property; (f) Lender may bid at Sale and may accept, as successful bidder, credit of the bid amount against the Obligations as payment of any such sale to see to the application portion of the purchase moneyprice; and (g) Lender shall apply the proceeds of Sale, first to any fees or attorney fees permitted Lender by law in connection with Sale, second to expenses of foreclosure, publication, and sale permitted Lender by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by law.

Foreclosure. Upon the occurrence of an If any Event of DefaultDefault shall have occurred and be continuing, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised Trustee or Beneficiary may at any time that said Event proceed, at law or in equity or otherwise: (a) to institute an action to foreclose its interest under the Lien of Default continues to exist), become immediately due and payable for all purposes without any notice this Mortgage against the Mortgaged Property by judicial foreclosure sale or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)strict foreclosure in one proceeding or against portions of the Mortgaged Property in a series of separate proceedings, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property same sold under the Uniform Commercial Code judgment or decree of the jurisdiction in which the Property is located, institute proceedings in any a court of competent jurisdiction or proceed to foreclose this instrument as a take any of such actions; ____________________________ /2/ The leasehold mortgage will provide that with respect to payment or performance of comparable obligations under an unsubordinated ground lease and the leasehold mortgage, payment or to enforce any performance of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon obligation under the ground lease will satisfy payment and take possession performance of the Property comparable leasehold mortgage obligation. (b) to take such other action at law or in equity or otherwise for the enforcement of this Mortgage and the realization, upon obtaining a judgment for foreclosure, on the security or any other security herein or elsewhere provided for, in such manner and at such times as the law may allow, and may manage, rent or lease proceed therein to the Property or any portion thereof upon such terms as Mortgagee may deem expedientextent permitted, and collectsubject to the limitations imposed, receive by law to final judgment and receipt execution for all rentals and other income therefrom and apply sums payable by Grantor in accordance with the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose provisions of the Property en masse or in separate parcels (as Mortgagee may think best)Credit Agreement and the other Loan Documents, and all sums which may have been advanced by Beneficiary in accordance with the rightprovisions of this Mortgage, title for Taxes and Other Charges, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Mortgaged Property, all costs of suit, together with interest of Mortgagor therein, by advertisement or thereon at such interest rate as may be awarded in any manner provided judgment obtained by Beneficiary, as the laws case may be, from and after the date of any foreclosure sale until actual payment is made to Beneficiary of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said salefull amount due Beneficiary, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, through and including all sums advanced or expended by Mortgagee or appellate levels; and/or (c) to sell, assign, transfer and deliver the legal holder whole or, from time to time, any part of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any interest in any part thereof, byat any private sale or at public auction permitted by law, fromwith such demand, through advertisement or under Mortgagornotice as required by law, and on such other terms as required or permitted by law. The legal holder After an Event of Default has occurred and is continuing, and before taking title to or possession of all or any portion of the Indebtedness Mortgaged Property, Beneficiary may purchase order the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application performance of environmental assessments of the purchase moneyMortgaged Property by qualified professionals, the reasonable cost of which shall be borne by Grantor and secured hereby.

Foreclosure. Upon The Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral and Proceeds, or any portion thereof, under a judgement or decree of a court or courts of competent jurisdiction. For the purposes of Louisiana executory process procedures, the Borrower does hereby acknowledge the Indebtedness and confess judgement in favor of the Lender for the full amount of the Indebtedness. The Borrower does by these presents consent and agree that upon the occurrence of an Event of Default, Default it shall be lawful for the entire unpaid Indebtedness shallLender to cause all and singular the Collateral and Proceeds to be seized and sold under executory or ordinary process, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Lender's sole option, become immediately due and payable for all purposes without any notice or demandappraisement, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee mayappraisement being hereby expressly waived, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument one lot as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse an entirety or in separate parcels (or portions as Mortgagee the Lender may think best)determine to the highest bidder, and otherwise exercise the rights, powers and remedies afforded herein and under applicable Louisiana law. Any and all declarations of fact made by authentic act before a Notary Public in the rightpresence of two witnesses by a person declaring that such facts lie within his knowledge shall constitute authentic evidence of such facts for the purpose of executory process. The Borrower, title and interest of Mortgagor therein, by advertisement or in any manner provided by to the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided extent permitted by law; and Mortgagee shall, out hereby specifically waives all rights of appraisal which it has or may have under any law now existing or hereafter arising. In the proceeds event the Collateral (or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, Proceeds) or any part thereofthereof is seized as an incident to an action for the recognition or enforcement of this Agreement by executory process, byordinary process, fromsequestration, through writ of fieri facias, or under Mortgagorotherwise, the Borrower and the Lender agree that the court issuing any such order shall, if petitioned for by the Lender, direct the applicable sheriff to appoint as a keeper of the Collateral and Proceeds, the Lender or any agent designed by the Lender or any person named by the Lender at any time such seizure is effected. This designation is pursuant to Louisiana Revised Statutes 9:5136-9:5140.2 and the Lender shall be entitled to all the rights and benefits afforded thereunder as the same may be amended. It is hereby agreed that the keeper shall be entitled to receive as compensation, in excess of its reasonable costs and expenses incurred in the administration or preservation of the Collateral and Proceeds, an amount equal to five percent of the gross revenues and other amounts received by the keeper, payable on a monthly basis. The legal holder designation of the Indebtedness may purchase the Property or any part thereof, and it keeper made herein shall not be obligatory upon any purchaser at any deemed to require the Lender to provoke the appointment of such sale to see to the application of the purchase moneya keeper.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it The Trustee may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of and sell the Property, or any part thereof requested by the Beneficiary to be sold, and in connection therewith the Grantor hereby (a) assents to the passage of a decree for the sale of the Property and may manage, rent or lease by the Property or any portion thereof upon such terms as Mortgagee may deem expedientequity court having jurisdiction, and collect, receive (b) authorizes and receipt for all rentals empowers the Trustee to take possession of and other income therefrom and apply the sums so received as hereinafter provided sell (or in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, the default of any purchaser to sell and dispose of resell) the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byall in accordance with the Laws or rules of court relating to deeds of trust, fromincluding any amendments thereof, through or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, the Beneficiary and/or the Trustee may (a) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (b) make such repairs and Additions to the Property as they deem reasonably advisable, all of which shall constitute Expenses. In case of any sale under Mortgagor. The legal holder this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one sale or by several sales, as may be deemed reasonably advisable by the Trustee to be appropriate and without regard to any right of the Indebtedness Grantor or any other Person to the marshalling of assets. Any sale hereunder may purchase be made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Trustee shall deem appropriate and advantageous and as required by Law. Upon the terms of such sale being complied with, the Trustee shall convey to, and at the cost of, the purchaser or purchasers the interest of the Grantor in the Property so sold, free and discharged of and from all estate, title or any part thereofinterest of the Grantor, and it shall not be obligatory upon any at law or in equity, such purchaser at any such sale or purchasers being hereby discharged from all liability to see to the application of the purchase money. The proceeds of such sale or sales under this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustee and applied as follows: First, to pay (a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, among other things, a counsel fee of $6,500 to the attorneys representing the Beneficiary and the Trustee for conducting the proceedings if without contest, but if legal services be rendered to the Trustee and the Beneficiary in connection with any contested matter in the proceedings, then such other counsel fees shall be allowed and paid out of the `proceeds of such sale or sales as the court having jurisdiction may deem proper, and (b) a Trustee' commission equal to the commission allowed Trustee for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all of the Obligations and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and Lastly, to pay the surplus, if any, to the Grantor or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property, and less the Expenses, if any, of obtaining possession. Immediately upon the filing of any foreclosure under this Deed of Trust, there shall also become due and owing by the Grantor a commission on the total amount of the Obligations then due equal to one-half of the percentage allowed as commission to Trustee making sales under orders or decrees of the equity court having jurisdiction, and no Person shall be required to receive only the aggregate amount of the Obligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law law, (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located located, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons oth▇▇ ▇▇▇▇▇▇s claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any Prope▇▇▇ ▇▇ ▇▇y part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.. PROHIBITION ON TRANSFER/ONE-TIME TRANSFER. The present ownership and management of the Property is a material consideration to Mortgagee in making the loan secured by this instrument, and Mortgagor shall not (i) convey title to all or any part of the Property, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed), title to all or any part of the Property which gives a purchaser possession of, or income from, the Property prior to a transfer of title to all or any part of the Property ("Contract to Convey") or (iii) cause or permit a change in the proportionate ownership of

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR INCLUDING WITHOUT LIMITATION NOTICE OF THE INTENT TO EXERCISE SUCH OPTIONACCELERATE, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee mayTrustee or Beneficiary may (without limiting their rights under the foregoing provisions or otherwise), either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale under Trustee's power of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in factto the extent permitted by applicable law, either after or without such entryupon request of Beneficiary, to sell and dispose of the Property Property, en masse or in separate parcels (as Mortgagee Trustee may think best), and all at public auction to the righthighest bidder for cash, title and interest with or without having taken possession of Mortgagor thereinsame. Any such sale (including notice thereof) shall comply with the applicable requirements, at the time of the sale, of any statute or statutes, if any, governing sales of real property under powers of sale conferred by advertisement or deeds of trust in any manner provided by the laws jurisdiction in which the Property is located. If, at the time of the sale, there is no statute in force in the jurisdiction in which the Property is located (MORTGAGOR HEREBY that governs sales of real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law at the time of the sale. GRANTOR EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. At any time during the bidding, Trustee may require a bidding party (i) to disclose its full name, state and city of residence, occupation, and specific business office location, and the name and address of the principal the bidding party is representing (if applicable), and (ii) to issuedemonstrate reasonable evidence of the bidding party's financial ability (or, execute if applicable, the financial ability of the principal of such bidding party), as a condition to the bidding party submitting bids at the foreclosure sale. If any such bidding party (the "Questioned Bidder") declines to comply with the Trustee's requirement in this regard, or if such Questioned Bidder does respond but the Trustee, in Trustee's sole and absolute discretion, deems the information or the evidence of the financial ability of the Questioned Bidder (or, if applicable, the principal of such bidding party) to be inadequate, then the Trustee may continue the bidding with reservation; and in such event (A) the Trustee shall be authorized to caution the Questioned Bidder concerning the legal obligations to be incurred in submitting bids, and (B) if the Questioned Bidder is not the highest bidder at the sale, or if having been the highest bidder the Questioned Bidder fails to deliver a deed of conveyancethe cash purchase price payment promptly to the Trustee, all as then bids by the Questioned Bidder shall be null and void. Trustee may, in Trustee's sole and absolute discretion, determine that a credit bid may be provided in the best interest of the Grantor and Beneficiary, and elect to sell the mortgaged Property for credit or for a combination of cash and credit; provided, however, that the Trustee shall have no obligation to accept any bid except an all cash bid. In the event the Trustee requires a cash bid and cash is not delivered within a reasonable time after conclusion of the bidding process, as specified by law; the Trustee, but in no event later than 3:45 p.m. local time on the day of sale, then said contingent sale shall be null and Mortgagee void, the bidding process may be recommenced, and any subsequent bids or sale shall be made as if no prior bids were made or accepted. Upon any foreclosure sale or sales of all or any portion of the Property under the power of sale herein granted, Beneficiary may bid for and purchase the Property and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price. After any sale under Trustee's power of sale pursuant to the immediately preceding paragraph, Trustee shall make good and sufficient deeds, assignments, and other conveyances to the purchaser or purchasers thereunder in the name of Grantor, conveying the Property or any part thereof so sold to the purchaser or purchasers with general warranty of title by Grantor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon the purchasers at any such sale to see to the application of the purchase money. It is agreed that in any deeds, assignments or other conveyances given by Trustee, any and all statements of fact or other recitals therein made as to any act or thing having been duly done by or on behalf of Beneficiary or by or on behalf of Trustee, shall be taken by all courts of law and equity as prima facie evidence that such statements or recitals are true, correct, and complete facts. Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein providedfees, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such . Such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, Grantor and the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property aforesaid, or any part thereof, thereof by, from, through or under MortgagorGrantor. The legal holder In addition to the above remedies, it is agreed that upon the occurrence of an Event of Default, Beneficiary may, at its option, without demand or notice, request the Trustee, and the Trustee shall be, and is hereby authorized and empowered to proceed with foreclosure and sale of the Property by advertisement or in any manner provided by the laws of the state in which the Property is located in satisfaction of the item in default as if under a full foreclosure, but without declaring the unmatured portion of the Indebtedness may purchase due; such sale shall be made subject to the Property or any part thereof, unmatured portion of the Indebtedness and it is agreed that such sale shall not be obligatory upon in any purchaser at any such sale to see to manner affect the application unmatured portion of the purchase moneyIndebtedness, but as to such unmatured portion, this instrument shall remain in full force and effect just as though no sale had been made under the provisions of this paragraph and it is further agreed that several sales may be made without exhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the covenants, conditions or stipulations set out herein.

Foreclosure. Upon the occurrence of an Event any default, in addition to other remedies provided under the Uniform Commercial Code, Bank at any time then or thereafter, in its discretion, may lawfully enter any of DefaultBorrower's premises or the premises where the Collateral is located, and with or without judicial process, lawfully remove, under Section 9-609 of the Uniform Commercial Code, the entire unpaid Indebtedness shallCollateral or records thereof to such place as Bank may deem advisable, or require Borrower to assemble and make any or all such Collateral available at such reasonable place as Bank may direct, and realize upon (by public or private sale or in any other manner) all or any part of the Collateral and, unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Bank shall give Borrower, and other parties entitled to notice, reasonable notice in writing before the sale of the Collateral or any part thereof at public auction or private sale, in one or more sales, at such price or prices, and upon such terms either for cash or credit or future delivery as Bank may elect, and at any such public sale Bank may bid for and become the purchaser of any or all of such Collateral; and/or Bank may foreclose its security interest in the Collateral in any way permitted by law. In connection with any notices to be given pursuant to this Paragraph VII.C., it is agreed in all instances that five (5) business days notice constitutes reasonable notice. Any such notice shall be deemed given when delivered or deposited in the U.S. mail with first class postage. The net proceeds of any such sale or sales and any amounts received in liquidation of the Collateral, less all costs and expenses incurred in connection therewith, including the costs of collection described in Paragraph VII.B above and, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice Bank or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONlaw, OR OF THE INTENT TO EXERCISE SUCH OPTIONless any prior lien claims, BEING HEREBY EXPRESSLY WAIVED)shall be applied against the Obligations in the order that Bank in its sole discretion shall decide, and Mortgagee may, in addition Borrower or other party entitled thereto shall be entitled to exercising any rights surplus resulting therefrom. No action taken by Bank pursuant hereto shall affect Borrower's continuing liability to Bank for any deficiency remaining after any foreclosure. It is mutually agreed that it may have is commercially reasonable for Bank to disclaim all warranties which arise with respect to the Personal Property under the Uniform Commercial Code disposition of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyCollateral.

Foreclosure. Upon All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of trust in accordance with the occurrence laws of an Event the State of DefaultNevada are hereby adopted and incorporated into this Deed of Trust by this reference and in accordance with such rights, powers and privileges: (a) The Trustee may, and upon the entire unpaid Indebtedness written request of Beneficiary shall, at with or without entry, personally or by its agents or attorneys insofar as applicable pursuant to and in accordance with the option laws of Mortgagee Nevada: (i) cause any or all of the Mortgaged Property to be exercised at sold under the power of sale granted by this Deed of Trust or any time that said Event of Default continues to exist)the other Documents in any manner permitted by applicable law. For any sale under the power of sale granted by this Deed of Trust, become immediately due Trustee or Beneficiary must record and payable for give all purposes without any notice or demand, except as notices required by law and then, upon the expiration of such time as is required by law, may sell the Mortgaged Property, and all estate, right, title, interest, claim and demand of Trustor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONand, OR OF THE INTENT TO EXERCISE SUCH OPTIONto the extent permitted by applicable law, BEING HEREBY EXPRESSLY WAIVEDmay elect to deem all of the Mortgaged Property to be real property for purposes thereof), and Mortgagee may, in addition to exercising any rights it at such time or place and upon such terms as Trustee and Beneficiary may have with respect determine and shall execute and deliver to the Personal Property under purchaser or purchasers thereof a deed or deeds conveying the Uniform Commercial Code property sold, but without any covenant or warranty, express or implied, and the recitals in the deed or deeds of any facts affecting the regularity or validity of a sale will be conclusive against all persons. In the event of a sale, by foreclosure or otherwise, of less than all of the jurisdiction in which Mortgaged Property, this Deed of Trust shall continue as a lien and security interest on the Property is located, remaining portion of the Mortgaged Property; or (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust as a mortgage; and in this connection Trustor does hereby expressly waive to the extent permitted by law its right of redemption after a mortgage foreclosure sale; or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Mortgaged Property and of all the earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to foreclose by Trustor; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note or in this instrument as a mortgageDeed of Trust, or to enforce any in aid of the covenants hereofexecution of any power herein granted, or Mortgagee mayfor any foreclosure hereunder, either personally or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Beneficiary shall select. (b) The Trustee may adjourn from time to time any sale by it made under or by agent virtue of this Deed of Trust by announcement at the time and place appointed for such sale or attorney in factsales and, enter upon except as otherwise provided by any applicable provision of law, the Trustee without further notice or publication, may make such sale at the time and take possession place to which the sale shall be so adjourned; (c) Upon the completion of any sale or sale made by the Property Trustee under or by virtue of this Section, the Trustee shall execute and may managedeliver to the accepted purchaser or purchasers a good and sufficient instrument, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientgood and sufficient instruments, conveying, assigning and collecttransferring all estate, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest in and to the property and rights sold, but without any covenant or warranty, express or implied. The recitals in such deed of Mortgagor thereinany matters or facts shall be conclusive proof of the truthfulness thereof to the extent permitted by law. Any such sale or sales made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, by advertisement shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any manner provided and all persons claiming or who may claim the same, or any part thereof from through or under the Trustor. (d) In the event of any sale made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the entire principal of and interest on the Note and all accrued interest on the Note, and all other sums required to be paid by the Trustor pursuant to the Note and this Deed of Trust shall be due and payable, anything in the Note or in this Deed of Trust to the contrary notwithstanding. (e) The purchase money proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by the Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, shall be applied as required by Section 40.462 of the Nevada Revised Statutes. (f) Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or granted in accordance with the laws of the jurisdiction state in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Beneficiary may bid for and to issue, execute acquire the Mortgaged Property or any part thereof and deliver a deed in lieu of conveyance, all as then paying cash therefor may be provided make settlement for the purchase price by law; and Mortgagee shall, out crediting upon the indebtedness of the proceeds or avails Trustor secured by this Deed of such sale, Trust the net sales price after first paying and retaining all fees, charges, costs of advertising deducting therefrom the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder expenses of the Indebtedness, with interest from date sale and the cost of advance or expenditure at the Default Rate (as defined in action and any other sums which the Note), rendering Beneficiary is authorized to deduct under this Deed of Trust. The Beneficiary upon so acquiring the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereofthereof shall be entitled to hold, bylease, fromrent, through or under Mortgagor. The legal holder of operate, manage and sell the Indebtedness may purchase the Property or same in any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneymanner provided by applicable laws.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at If any time that said Event of Default continues to exist)shall occur and be continuing, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee maythe Collateral Trustee may exercise, in addition to exercising all other rights and remedies granted to it in this Collateral Trust and Security Agreement and in any rights it may have with respect other instrument, document or agreement securing, evidencing or relating to the Personal Property Series B Notes, all rights and remedies of a secured party under the Uniform Commercial Code UCC or other applicable law. Without limiting the generality of the jurisdiction in which foregoing, to the Property is locatedextent permitted by law, institute proceedings the Grantor expressly agrees that in any court such event the Collateral Trustee, without demand of competent jurisdiction performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to foreclose this instrument as a mortgage, or to enforce any of upon the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property Grantor or any portion thereof upon such terms as Mortgagee other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may deem expedient, and forthwith collect, receive receive, appropriate and receipt for all rentals and other income therefrom and apply realize upon the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidCollateral, or any part thereof, byand may forthwith sell, fromlease, through assign, give an option or under Mortgagor. The legal holder options to purchase, or otherwise dispose of the Indebtedness may purchase the Property and deliver said Collateral (or contract to do so), or any part thereof, at a public or private sale or sales, at any exchange or broker’s board or at any of the Collateral Trustee’s offices or elsewhere at such price or prices as it may deem satisfactory, for cash or on credit or for future delivery without assumption of any credit risk, and the Collateral Trustee may enter into any property where any Collateral is located and take possession thereof with or without judicial process; provided, however, that notwithstanding anything to the contrary contained in this Collateral Trust and Security Agreement, the Collateral Trustee may not take any action to foreclose or otherwise realize upon the Collateral or to take possession of the Collateral except in express accordance with the Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or recondition the Collateral or otherwise prepare it for disposition in any manner and to the extent that the Collateral Trustee deems appropriate. The Collateral Trustee shall not be obligatory have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold on behalf of the Lenders, and to offset the purchase price thereof against the Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and released. Upon any such sale, the Collateral Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale to see shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the application extent permitted by law, hereby waived and released, and any rights of stay or appraisal which the Grantor has or may have under any rule of law or statute how existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may fix in the notice of such sale. At any such private or public sale the Collateral may be sold as an entirety or in separate parcels, as the Collateral Trustee may determine. The Collateral Trustee shall not be obligated to make any sale pursuant to any such notice. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and such sale may without further notice be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the purchase moneyCollateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the selling price is paid by the purchaser thereof, but the Collateral Trustee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Trustee, however, instead of exercising the power of sale herein conferred upon it may proceed by a suit or suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and Security Agreement and sell the Collateral or any portion thereof, under a judgment or decree of court or courts of competent jurisdiction, the Grantor having been given notice of all such action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places that the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such collection, sale, enforcement or other realization of all or any part of the Collateral, and any other cash at the time held by the Collateral Trustee pursuant to the terms of this Collateral Trust and Security Agreement, shall be applied by the Collateral Trustee: (i) First, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in connection with this Collateral Trust and Security Agreement or the exercise of any right or remedy hereunder, including the costs and expenses of any collection, sale, enforcement or other realization, and the costs and expenses incidental to the care or safe-keeping of any or all of the Collateral until such costs and expenses shall be paid in full; (ii) Second, application to payment of the Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in full; and (iii) Third, after the irrevocable payment in full of the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or Persons as may be required by law. To the extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the repossession, retention or sale of the Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which the Lenders are entitled, the Grantor also being liable for the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Upon (a) The Mortgaged Property may be sold through foreclosure subject to unpaid taxes and Permitted Liens, and after deducting all costs, fees and expenses of Mortgagee including costs of evidence of title in connection with the occurrence sale, Mortgagee or an officer that makes any sale shall apply the proceeds of sale in the manner set forth in Section 2.8. (b) Any foreclosure of less than the whole of the Mortgaged Property shall not exhaust the power of foreclosure provided for herein; and subsequent foreclosures may be made hereunder until the Obligations have been satisfied, or the entirety of the Mortgaged Property has been foreclosed. (c) Mortgagor waives, to the extent not prohibited by law, (1) the benefit of all laws now existing or that hereafter may be enacted providing for any appraisement before sale of any portion of the Mortgaged Property, (2) the benefit of all laws now existing or that may be hereafter enacted in any way extending the time for the enforcement or the collection of amounts due under this Mortgage or any of the Transaction documents or creating or extending a period of redemption from any sale made in collecting said debt or any other amounts due Mortgagee, (3) any right to at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, extension or redemption, or sale of the Mortgaged Property as separate tracts, units or estates or as a single parcel in the event of foreclosure, and (4) all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of or each of the Obligations and marshalling in the event of foreclosure of this Mortgage. (d) If an Event of Default shall occur and be continuing, Mortgagee may instead of, or in addition to, exercising the rights described above and either with or without entry or taking possession as herein permitted, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (1) to specifically enforce payment of some or all of the terms of the Note Purchase Agreements, or the performance of any term, covenant, condition or agreement of this Mortgage or any other right, or (2) to pursue any other remedy available to it, all as Mortgagee shall determine most effectual for such purposes. (e) If Mortgagee elects one or more of the above remedies, Mortgagor shall pay all of the costs and expenses of Mortgagee incurred in pursuance of such remedies including without limiting the generality thereof reasonable attorneys fees, all costs of collection, late payment penalties, abstracts of title or title insurance, hazard insurance on the Mortgaged Property, real property taxes on the Mortgaged Property which are paid or incurred by Mortgagee, repairs, maintenance, and replacements of the Mortgaged Property which are paid or incurred by Mortgagee, repairs, maintenance and replacements of the Mortgaged Property which are advanced by the Mortgagee, payments by Mortgagee to holders of Liens on the Mortgaged Property which are then due and payable, and interest commencing with the date of the Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure calculated at the Default Rate Rate, on the sum of the above costs and expenses plus the unpaid principal balance of the Obligations and interest unpaid prior to the date of Default, which shall become a part of the Obligations secured hereby and collectible as such. In the event of a foreclosure of this Mortgage, the abstracts of title or title insurance policies and all policies of hazard insurance, in each case relating to the Mortgaged Property, shall become the absolute property of Mortgagee. (as defined in f) In the Note)event the Mortgaged Property is sold under foreclosure and the proceeds, rendering together with the excessrents, if anyissues and profits collected by Mortgagee, as provided by law; such sale or sales and said deed or deeds so made are insufficient to pay the total Obligations, Mortgagee shall be entitled to a perpetual bar, both in law and equity, deficiency judgment against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon the occurrence of If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent may institute proceedings for the complete foreclosure of this Mortgage, in which case the Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that five (5) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the entire unpaid Indebtedness shall, at the option title to and right of Mortgagee (to be exercised at possession of any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect such property shall pass to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)purchaser thereof, and to issue, execute and deliver a deed of conveyance, all as then may be provided the fullest extent permitted by law; , Mortgagor shall be completely and Mortgagee shallirrevocably divested of all of its right, out of the proceeds title, interest, claim and demand whatsoever, either at law or avails of such salein equity, after first paying in and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; property sold and such sale or sales and said deed or deeds so made shall be a perpetual bar, bar both in at law and equity, in equity against Mortgagor, the heirs, successors and assigns of Mortgagor, and against all other persons claiming or to claim the Property aforesaid, property sold or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness Mortgagee may purchase the Property or any part thereof, and it shall not be obligatory upon any a purchaser at any such sale to see to and if Mortgagee is the application highest bidder, may credit the portion of the purchase moneyprice that would be distributed to Mortgagee against the Obligations secured hereby in lieu of paying cash. Out of the proceeds of said sale, Collateral Agent shall pay: all costs, charges, expenses, commissions, unpaid taxes, and fees of advertising, selling and conveying the Property and such other assessments, insurance or other fees or costs as may have been incurred; a sum sufficient to pay the entire balance owing on the Obligations secured hereby; and the surplus, if any, to Mortgagor or the person entitled thereto.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law law, (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, to the extent permitted by applicable law, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Mortgagee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. (a) Upon the occurrence happening of an any and every such Event of Default, Borrower (i) declares its assent to the entire unpaid Indebtedness shallpassing of a decree for the sale of any or all of the Property or any estate or interest therein by any equity court having jurisdiction over the sale of the Property, at and (ii) authorizes and empowers the option Trustee to take possession of Mortgagee any or all of the Property to sell any or all of it or any estate or interest therein in accordance with the provisions of Rule W of the Maryland Rules of Procedure, of Title 7 of the Real Property Article of the Annotated Code of Maryland, as amended, an/or of any other public or local law relating to or affecting deeds of trust or security agreements, including any amendments thereof or additions thereto. Neither the foregoing assent to decree nor the foregoing power of sale shall be exhausted if such proceeding or sale is dismissed or canceled before the indebtedness is paid in full. (b) If any or all of the Property or any estate or interest therein is to be exercised sold under the provisions of this Instrument, by virtue of a judicial sale or otherwise, it may be sold at public auction, as in entirety or in one or more parcels, by one sale or by several sales held at one time or at different times, with such postponement of any such sale as the Trustee may deem appropriate and without regard to any right of Borrower or any other person to the marshalling of assets. The Trustee shall hold such sale or sales at such time that said Event of Default continues to exist)or times and at such place or places, become immediately due and payable for all purposes without any shall make sales upon such terms and conditions and after such previous public notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to as the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee Trustee may deem expedient, appropriate. METLIFE may bid and collect, receive and receipt for all rentals and other income therefrom and apply become the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale, and shall, upon presentation of the Note or a true copy thereof at such sale, be credited for the unpaid balance due under the Note and any interest accrued and unpaid thereon, or such portion of such unpaid balance or interest as METLIFE may specify, against any price bid by METLIFE thereat. The terms of sale being complied with, the Trustee shall convey to and at the cost of the purchaser at such sale ▇▇▇▇▇▇▇▇'s interest in so much of the Property as is so sold, free of and discharged from all estate, right, title or interest of Borrower at law or in equity, such purchaser being hereby discharged from all liability to see to the application of the purchase money. (c) Upon any sale of ▇▇▇▇▇▇▇▇'s interest in any or all of the Property, whether under the assent to a decree or power of sale herein granted, or by other foreclosure or judicial proceedings, the Trustee shall apply the proceeds of such sale, together with any other sum then held as security hereunder or due under any of the provisions hereof as part of the Property (after paying all expenses of sale, including attorneys' fees and a commission to the party marking the sale equal to the commission allowed to trustees for making sales of property under orders or decrees of a court having competent jurisdiction, and all taxes and assessments which the Trustee or the METLIFE deem it advisable or expedient to pay and all sums advanced, with interest thereon at the default rate set forth in the Note; as herein provided) to the payment of the aggregate indebtedness then secured hereby and interest thereon to the date of payment and any other amounts secured hereunder, paying over the surplus, if any, less the expense, if any, of obtaining possession, to the Borrower or any person entitled thereto upon the surrender and delivery to the purchaser of possession of the Property. (d) Immediately upon the first insertion of any advertisement or notice of any such sale, there shall become due and owing by Borrower all expenses incident to such advertisement or notice, all court costs and all expenses incident to any foreclosure proceedings brought under this Instrument or otherwise in connection with such sale, and a commission on the total amount of the principal indebtedness; then secured hereby equaling one-half of the commission allowed to trustees for making sales of property under orders or decrees of a court having competent jurisdiction, and no party shall be required to receive the principal, interest and prepayment fee only of said indebtedness in satisfaction thereof unless it is accompanied by a tender of payment of such expenses, costs and commissions. (e) Notwithstanding the relationship of parties constituting Borrower, and as an express inducement to METLIFE to make the loan or loans secured hereby, and for other good and valuable consideration to Borrower in hand paid, receipt whereof is hereby acknowledged, Borrower does hereby waive for itself (as well as all of its partners), its successors and assigns, in the event of foreclosure of this Instrument, an equitable right, otherwise available to it, in respect to marshalling of assets hereunder. (f) In the event of a sale of part of, or interest in, the Property in satisfaction of part of the debt secured by this Instrument, this Instrument shall, as to the remaining part of, or interest in, the Property, continue as a lien for the remainder of the debt. (g) Any sale of the Property or any part thereof or any interest therein, whether pursuant to foreclosure or power of sale or otherwise hereunder, shall forever be a perpetual bar against Borrower.

Foreclosure. Upon the occurrence of an Event of During a Default, the entire unpaid Indebtedness shallTrustee, his successor or substitute, is authorized and empowered and it shall be his special duty at the option request of Mortgagee (Administrative Agent to be exercised at any time that said Event of Default continues take all actions necessary to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to sell the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Mortgaged Property or any portion part thereof upon situated in the State of Texas in accordance with the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by Trustee hereunder may be of the entire Mortgaged Property or in such terms parcels as Mortgagee Administrative Agent may deem expedientrequest, and collect, receive any sale may be adjourned by announcement at the time and receipt place appointed for all rentals and other income therefrom and apply such sale without further notice except as may be required by law. The sale by Trustee of less than the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose whole of the Mortgaged Property en masse or in separate parcels (as Mortgagee may think best)shall not exhaust the power of sale herein granted, and all Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the -------- ------- sale of less than the whole of the Mortgaged Property but Administrative Agent shall have the right, title and interest of Mortgagor thereinat its sole election, by advertisement or in any manner provided by to request Trustee to sell less than the laws whole of the jurisdiction Mortgaged Property. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in which the name of Grantor, conveying the Mortgaged Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)so sold to the purchaser or purchasers with general warranty of leasehold title, and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of shall receive the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said apply the same as herein provided. Payment of the purchase price to Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by any sale held hereunder by Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Administrative Agent may deem necessary until all of the Mortgaged Property has been duly sold and all of the Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of Administrative Agent, such sale shall not exhaust the power of sale hereunder and Administrative Agent shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds so made given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Secured Indebtedness, or as to the occurrence of any Default, or as to Administrative Agent having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by Administrative Agent or by such Trustee, substitute or successor, shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder taken as prima facie evidence of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application truth of the purchase moneyfacts so stated and recited. Trustee, his successor or substitute, may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of Trustee, his successor or substitute.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property a) The Trustee is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as hereby granted a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case power of sale. Mortgagee is hereby further authorized The Beneficiary may institute, or direct the Trustee to institute, an action of deed of trust foreclosure, or take other action as the law may allow, at law or in equity, for the enforcement of this Deed of Trust, and empowered, as agent or attorney in fact, either after or without such entry, proceed thereon to sell final judgment and dispose execution of the entire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Trust Property en masse by virtue of judicial proceedings, the Trust Property may be sold in one parcel and as an entirety or in separate parcels such parcels, manner or order as the Beneficiary in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Grantor as a defense in any proceeding instituted by the Beneficiary to collect the obligations secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Trust Property. Costs and expenses incurred by the Beneficiary (as Mortgagee including, without limitation, all reasonable attorneys' fees, trustee's fees, expenses and charges through all appeals) under this Section shall become part of the Secured Indebtedness secured hereby. Proceeds realized from a foreclosure of this Deed of Trust shall be applied in accordance with the provisions of the Credit Agreement and Section 5 of this Article 3 and, in any event, in accordance with the provisions of Applicable Law. (b) [reserved]. (c) Upon any foreclosure sale made under this Deed of Trust, Beneficiary may think best)bid for and acquire the Trust Property by crediting the sales price (after deducting the costs and expenses of sale and any other sums which Beneficiary is authorized to deduct) upon the indebtedness or other sums secured by this Deed of Trust. (d) Any foreclosure sale made under this Deed of Trust shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the Trust Property and rights so sold, and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in at law and in equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, Grantor and all other persons claiming Persons who may at any time claim the Property aforesaidsame, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder Grantor hereby expressly waives any right to direct the order in which the Trust Property shall be sold pursuant hereto. (e) To the fullest extent permitted by law, Grantor will not at any time insist upon, plead, or in any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the Indebtedness may purchase marshaling of assets or the Property administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Deed of Trust, or any part thereofdecree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Trust Property sold; or any law, now or at any time hereafter in force, which may affect the covenants and terms or performance of this Deed of Trust; and Grantor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and it shall covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Beneficiary, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (f) Grantor hereby requests that a copy of any Notice of Default and a copy of any Notice of Sale under this Deed of Trust be obligatory upon any purchaser mailed to Grantor at any such sale to see to the application Grantor's address for Notices as set forth in Section 2 of the purchase moneyArticle IV.

Foreclosure. Upon Immediately commence an action to foreclose this Security Deed or to specifically enforce its provisions or any of the occurrence of an Event of Default, indebtedness secured hereby pursuant to the entire unpaid Indebtedness shall, statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Mortgagee Grantee. (1) Should Grantee have elected to be exercised at any time that said Event of Default continues to exist)accelerate the indebtedness secured hereby, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it Grantee may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession initiate foreclosure of the Property and may manageby effectuating a non-judicial foreclosure sale. Grantee shall then sell, rent or lease offer for sale, the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided at public sale in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by accordance with the laws of the jurisdiction State of Georgia then in force and governing said sales of real property and improvements under powers conferred by security deeds. Each such sale shall be at the time, place and in the manner prescribed for holding sheriff's sales of property of like kind, in the County where the Property, or a part thereof, is located, after advertising said sale once in each of the four consecutive weeks (without regard to the number of days) immediately preceding the sale in the newspaper in which are advertised sales by the sheriff of said County, all other notice being hereby waived by Grantor. Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to conduct such sale and to execute in the name of Grantor a deed or deeds of conveyance to the purchaser or purchasers, which deed or deeds shall contain full warranties of title in the name of Grantor and shall recite default in payment, advertisement and sale, which shall be conclusive evidence thereof, and shall convey to the purchaser or purchasers good and sufficient titles to the Property sold; and Grantee is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)authorized to be a bidder and purchaser at all such sales. Any Grantee purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Grantee upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Grantor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Grantee, and agrees to issue, execute and deliver a deed accept proceeds of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, if any, which are payable to Grantor as provided herein. All acts of said ▇▇▇▇▇▇▇ as attorney-in-fact are hereby ratified and confirmed. The power of sale referred to above and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the remedies provided hereby, and shall not be exhausted by the exercise thereof, but may be exercised until full payment of the indebtedness secured hereby. (2) Should Grantee have not elected to accelerate the indebtedness secured hereby, Grantee may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by conducting a sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Security Deed due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the secured indebtedness. Such sale, if so made, shall not in any manner affect the unmatured part of the debt secured by this Security Deed, but as to such unmatured part, this Security Deed shall remain in full force as though no sale had been made. Several sales may be made without exhausting the right of sale with respect to any unmatured part of the secured indebtedness, it being the purpose and intent hereof to provide for a foreclosure and the sale of the Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are instituted by ▇▇▇▇▇▇▇, all expenses incident to such proceedings, including, but not limited to, attorneys' and trustee's fees as herein providedand costs, apply such proceeds to the Indebtedness, including shall be paid by ▇▇▇▇▇▇▇ and secured by this Security Deed and by all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessother Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other obligations secured by this Security Deed, with including, without limitation, interest from date of advance or expenditure at the Default Interest Rate (as defined in the Note), rendering any prepayment charge, fee or premium required to be paid under the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both Note in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale order to see prepay principal (to the application extent permitted by applicable law), attorneys' and trustee's fees and any other amounts due and unpaid to Grantee under the Loan Documents, may be bid by Grantee in the event of the purchase moneya foreclosure sale hereunder.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at If any time that said Event of Default continues to exist)shall occur and be continuing, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee maythe Collateral Trustee may exercise, in addition to exercising all other rights and remedies granted to it in this Collateral Trust and Security Agreement and in any rights it may have with respect other instrument, document or agreement securing, evidencing or relating to the Personal Property Series B Notes, all rights and remedies of a secured party under the Uniform Commercial Code UCC or other applicable law. Without limiting the generality of the jurisdiction in which foregoing, to the Property is locatedextent permitted by law, institute proceedings the Grantor expressly agrees that in any court such event the Collateral Trustee, without demand of competent jurisdiction performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to foreclose this instrument as a mortgage, or to enforce any of upon the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property Grantor or any portion thereof upon such terms as Mortgagee other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may deem expedient, and forthwith collect, receive receive, appropriate and receipt for all rentals and other income therefrom and apply realize upon the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidCollateral, or any part thereof, byand may forthwith sell, fromlease, through assign, give an option or under Mortgagor. The legal holder options to purchase, or otherwise dispose of the Indebtedness may purchase the Property and deliver said Collateral (or contract to do so), or any part thereof, at a public or private sale or sales, at any exchange or broker’s board or at any of the Collateral Trustee’s offices or elsewhere at such price or prices as it may deem satisfactory, for cash or on credit or for future delivery without assumption of any credit risk, and the Collateral Trustee may enter into any property where any Collateral is located and take possession thereof with or without judicial process; provided, however, that notwithstanding anything to the contrary contained in this Collateral Trust and Security Agreement, the Collateral Trustee may not take any action to foreclose or otherwise realize upon the Collateral or to take possession of the Collateral except in express accordance with the Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or recondition the Collateral or otherwise prepare it for disposition in any manner and to the extent that the Collateral Trustee deems appropriate. The Collateral Trustee shall not be obligatory have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold on behalf of the Lenders, and to offset the purchase price thereof against the Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and released. Upon any such sale, the Collateral Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale to see shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the application extent permitted by law, hereby waived and released, and any rights of stay or appraisal which the Grantor has or may have under any rule of law or statute now existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may fix in the notice of such sale. At any such private or public sale the Collateral may be sold as an entirety or in separate parcels, as the Collateral Trustee may determine. The Collateral Trustee shall not be obligated to make any sale pursuant to any such notice. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and such sale may without further notice be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the purchase moneyCollateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the selling price is paid by the purchaser thereof, but the Collateral Trustee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Trustee, however, instead of exercising the power of sale herein conferred upon it may proceed by a suit or suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and Security Agreement and sell the Collateral or any portion thereof, under a judgment or decree of court or courts of competent jurisdiction, the Grantor having been given notice of all such action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places that the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such collection, sale, enforcement or other realization of all or any part of the Collateral, and any other cash at the time held by the Collateral Trustee pursuant to the terms of this Collateral Trust and Security Agreement, shall be applied by the Collateral Trustee: (i) First, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in connection with this Collateral Trust and Security Agreement or the exercise of any right or remedy hereunder, including the costs and expenses of any collection, sale, enforcement or other realization, and the costs and expenses incidental to the care or safe-keeping of any or all of the Collateral until such costs and expenses shall be paid in full; (ii) Second, application to payment of the Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in full; and (iii) Third, after the irrevocable payment in full of the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or Persons as may be required by law. To the extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the repossession, retention or sale of the Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which the Lenders are entitled, the Grantor also being liable for the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Upon the occurrence of an Subject to Article 38 hereof, if any Event of DefaultDefault shall have occurred and the Mortgage Notes shall have been declared due and payable, the entire unpaid Indebtedness shallMortgagee, at for the option benefit of Mortgagee the Holders (to be exercised as defined in the Indenture), may at any time that said Event proceed, at law or in equity or otherwise, to enforce the payment of Default continues the Mortgage Notes in accordance with the terms thereof and: (a) to exist), become immediately due institute an action to foreclose its interest under and payable for all purposes without the lien of this Mortgage against any notice of the Properties by judicial foreclosure sale or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)strict foreclosure in one proceeding or against portions of the Properties in a series of separate proceedings, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property same sold under the Uniform Commercial Code judgment or decree of the jurisdiction in which the Property is located, institute proceedings in any a court of competent jurisdiction or proceed to foreclose this instrument as a mortgage, or to enforce take any of such actions; and (b) to take such other action at law or in equity or otherwise for the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon enforcement of this Mortgage and take possession of the Property and may manage, rent or lease realization on the Property security or any portion thereof upon such terms other security herein or elsewhere provided for, as Mortgagee the law may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case allow (including by power of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt, together with all other sums payable by Mortgagor in accordance with the rightprovisions of the Mortgage Notes and this Mortgage, title and all sums which may have been advanced by the Mortgagee for taxes, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Properties, all costs of suit, together with interest of Mortgagor therein, by advertisement or thereon at such interest rate as may be awarded in any manner provided judgment obtained by the laws Mortgagee, as the case may be, from and after the date of any foreclosure sale until actual payment is made to the Mortgagee of the jurisdiction in which full amount due the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said saleMortgagee, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, through and including all sums advanced or expended by Mortgagee or appellate levels; and (c) to sell, assign, transfer and deliver the legal holder whole or, from time to time, any part of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidany Property, or any interest in any part thereof, byat any private sale or at public auction permitted by law, fromwith such demand, through advertisement or under Mortgagornotice as required by law, and on such other terms as required or permitted by law. The legal holder Before taking title to any Property, the Mortgagee, at the expense of the Indebtedness Mortgagor, may purchase determine whether any environmental hazards exist at the Property or any part thereofin respect of which the Mortgagee may become liable by taking title, and it shall not be obligatory upon any purchaser at any such sale to see to which determination may include the application performance of an environmental audit of the purchase moneyProperty by a qualified professional if the Mortgagee determines that reasonable prudence warrants the performance of such an audit.

Foreclosure. Upon the occurrence of an Event of DefaultDefault and the lapse of all applicable notice and grace periods, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law law, (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, to the extent permitted by applicable law, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Mortgagee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon Institute a proceeding or proceedings, judicial or otherwise (including, without limitation, by power of sale to the occurrence extent available to Lender or Trustee under applicable law, it being understood and agreed that Borrower hereby expressly grants Lender and Trustee such power of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to existsale), become immediately for the complete foreclosure of this Security Instrument under any applicable law. Institute a proceeding or proceedings, judicial or otherwise (including, without limitation, by power of sale to the extent available to Lender or Trustee under applicable law, it being understood and agreed that Borrower hereby expressly grants Lender and Trustee such power of sale), for the partial foreclosure of this Security Instrument under any applicable law for the portion of the Obligations then due and payable for all purposes without any notice or demandpayable, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect subject to the Personal Property under lien of this Security Instrument continuing unimpaired and without loss of priority so as to secure the Uniform Commercial Code balance of the jurisdiction in which Obligations not then due and payable. (1) If Lender is the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any purchaser of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byat any sale thereof, fromwhether such sale be under the powers of sale hereinabove, through or under Mortgagor. The legal holder upon any other foreclosure of the Indebtedness may purchase liens and security interests hereof, or otherwise, Lender shall, upon any such purchase, unless otherwise indicated in any writing evidencing such purchase, acquire good title to the Property so purchased, free of the liens and security interests created by the Loan Documents. (2) In the event a foreclosure hereunder should be commenced, L▇▇▇▇▇ may at any time before the sale abandon the sale, and may then institute suit for the collection of the Loan, or for the foreclosure of the liens and security interests hereof. If L▇▇▇▇▇ should institute a suit for the collection of the Loan, or for a foreclosure of the liens and security interests hereof, it may at any time before the entry of a final judgment in said suit dismiss the same, and dispose of the Property, or any part thereof, in accordance with the provisions of this Security instrument. (3) It is agreed that in any deed or deeds given, any and it shall not be obligatory upon any purchaser at any such sale to see all statements of fact or other recitals therein made as to the identity of Lender or as to the occurrence or existence of any Event of Default or other default, or as to the acceleration of the maturity of the Loan, or as to the request to sell, notice of sale, time, place, terms, and manner of sale, and receipt, distribution and application of the purchase moneymoney realized therefrom, and, without being limited by the foregoing, as to any other act or thing having been duly done by L▇▇▇▇▇ shall be accepted by all courts of law and equity as prima facie evidence that the said statements or recitals are correct and are without further questions to be so accepted.

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Property, or take such other action at law, equity or by contract for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shall, balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the option greater of (a) the statutory rate provided for judgments, or (b) the Default Rate. Without limiting the foregoing, Mortgagee (to be exercised at may foreclose this Mortgage and exercise its rights as a secured party for all or any time that said Event portion of Default continues to exist), become immediately the Liabilities which are then due and payable for all purposes without any notice or demandpayable, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect subject to the Personal Property under continuing lien of this Mortgage for the Uniform Commercial Code balance not then due and payable. In case of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession sale of the Property and may manageby judicial proceedings, rent or lease the Property may be sold in one parcel or any portion thereof upon in such terms parcels, manner or order as Mortgagee in its sole discretion may deem expedientelect. Mortgagor, for itself and collectanyone claiming by, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided through or under it, hereby agrees that Mortgagee shall in case of sale. Mortgagee is hereby further authorized and empoweredno manner, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse law or in separate parcels (as Mortgagee may think best)equity, and all the rightbe limited, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees except as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both exercise of its rights in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or in any part other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Mortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshaled in any manner and Mortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof, and it . The failure to make any tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser at proceeding instituted by Mortgagee to collect the Liabilities or any such deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyProperty.

Foreclosure. Upon After the occurrence of an Event one or more Events of Default, ----------- Mortgagee may institute an action of mortgage foreclosure, or take such other action as the law may allow, at law or in equity, for the enforcement hereof and realization on the Property (in its entirety or for the Leasehold Interest or the Fee Interest seperately) or any other security which is herein or elsewhere provided for, and proceed thereon to final judgment and execution thereon for the entire unpaid Indebtedness shall, at Mortgage Obligations together with interest accrued to the option date of Mortgagee (to be exercised at any time that said such Event of Default continues to exist)at the rate stipulated in the applicable Security Documents and thereafter at the Applicable Rate together with all other sums secured by this Mortgage, become immediately due and payable for all purposes costs of suit, including, without any notice or demandlimitation, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)the expenses which are described in Paragraph 26, and interest at the Applicable Rate on any judgment obtained by Mortgagee may, in addition to exercising from and after the date of any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession judicial sale of the Property and may manage, rent or lease the Property or until actual payment. At any portion thereof upon such terms as sale Mortgagee may deem expedient, bid for and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase acquire the Property or any part thereofthereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Mortgage Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage. The proceeds of such sale shall be applied first to the payment of the costs and charges of such sale, including, without limitation, Mortgagee's reasonable attorneys' fees (to the extent permitted by law), and it shall not be obligatory upon any purchaser at any such sale to see second to the application payment of the purchase Mortgage Obligations then outstanding under the Security Documents including interest as aforesaid, with the surplus money, if any, to be paid to Lessee. Upon the request of Mortgagee and to the extent not prohibited by applicable law, Mortgagor shall execute and file with the clerk of the court a legally sufficient waiver of any statutory waiting period with respect to the execution of a judgment obtained by Mortgagee in connection with any foreclosure proceedings. The obligation of Mortgagor to so execute and file such waiver shall survive the termination of this Mortgage.

Foreclosure. (a) The Indenture Trustee or the Deed of Trust State Trustee, as the case may be, may at a foreclosure sale sell as part of the Estate the Grantor's interest as the lessor under the Lease subject to the Lease and the rights of the Lessee under the Lease, except that if a Lease Event of Default has occurred and is continuing and the Lessee has been dispossessed or if the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, is taking action to dispossess the Lessee, then the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, may sell the Estate free and clear of the Lease or any rights the Lessor or Lessee may have under the Lease. (b) Subject to Section 8.01, if any Event of Default shall have occurred and be continuing, the Indenture Trustee may, at any time, at its election, and, at the written request of a Majority in Interest of Secured Note Holders shall, proceed at law or in equity or otherwise to enforce the payment of the Secured Notes at the time Outstanding in accordance with the terms hereof and thereof and the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, may, at any time, at its election, and, at the written request of a Majority in Interest of Secured Note Holders shall, foreclose the Lien of this Indenture in one or more proceedings as against all or, to the extent permitted by law, any part of the Estate, or any interest in any part thereof. (c) Upon the occurrence and continuance of an Event of Default, the entire unpaid Indebtedness shallIndenture Trustee or the Deed of Trust State Trustee, as the case may be, at the option written request of Mortgagee a Majority in Interest of Secured Note Holders shall have the right to proceed with foreclosure (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except judicial (as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have the sole foreclosure remedy with respect to the Personal Property under the Uniform Commercial Code Mortgage Properties) or nonjudicial) of the jurisdiction Liens, security titles and security interests pursuant to this Indenture without declaring the entire secured indebtedness due, and in which such event any such foreclosure sale may be made subject to the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any unmatured part of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon secured indebtedness contemplated hereby; and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or sale shall not in any manner provided by affect the laws unmatured part of the jurisdiction secured indebtedness, but as to such unmatured part this Indenture shall remain in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), full force and to issue, execute and deliver a deed effect just as though no sale had been made. The proceeds of conveyance, all such sale shall be applied as then provided in Section 6.05 hereof. Several sales may be provided by law; and Mortgagee shall, out made hereunder without exhausting the right for any unmatured part of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds secured indebtedness. (d) The parties hereto agree to the Indebtedness, including all sums advanced or expended be bound by Mortgagee or the legal holder Section 6.19 of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyParticipation Agreement.

Foreclosure. Upon the occurrence of an Event of DefaultPrior to taking title to any Property (whether by ----------- foreclosure, the entire unpaid Indebtedness shalldeed in lieu or otherwise), Beneficiary shall obtain, in each instance, at the option of Mortgagee (Grantor's reasonable expense a new phase I environmental report with respect to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)each Property, and Mortgagee maysuch additional environmental studies as may be recommended in such phase I reports. (i) Beneficiary, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to exercising any rights it and every other remedy, may have with respect (i) sell or instruct the Jurisdictional Trustee, if applicable, to sell, to the Personal Property under extent permitted by law and pursuant to the Uniform Commercial Code power of sale granted herein, all and singular the jurisdiction Trust Estate, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in any county or parish in which the a Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon located and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, fix and collect, receive specify in the notice of sale to be given to Grantor (and receipt for all rentals and on such other income therefrom and apply the sums so received notice published or otherwise given as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think bestby law), and all or as may be required by law; (ii) institute (or instruct the right, title and interest Jurisdictional Trustee to institute) proceedings for the complete or partial foreclosure of Mortgagor therein, by advertisement or in any manner provided by this Mortgage under the provisions of the laws of the jurisdiction or jurisdictions in which the Trust Estate or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Beneficiary (or the Jurisdictional Trustee, as applicable), may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such sales as to any part of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any Property, this Mortgage is made upon any statutory conditions of the State in which such Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)located, and to issueand, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out for any breach thereof or any breach of the proceeds or avails terms of such this Mortgage, Beneficiary shall have the statutory power of sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided for by law; the laws of such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyState.

Foreclosure. Upon the occurrence Borrower’s breach of an Event any representation, covenant or agreement of DefaultBorrower in this Security Instrument, the entire unpaid Indebtedness shallNote, the Environmental Indemnity Agreement or any other Loan Document, including, but not limited to, the covenants to pay when due any sums secured by this Security Instrument, beyond any applicable cure periods expressly specified above, at the option of Mortgagee (to Grantee, this Security Instrument may be exercised at any time that said Event of Default continues to exist)foreclosed by judicial proceedings, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Grantee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in factwithout further notice, enter upon and take possession of the Property and may manageProperty, rent personally or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientthrough it agents, and collect, receive it shall be lawful for and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case duty of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, Grantee to sell and dispose of the Property Property, en masse or in separate parcels (as Mortgagee Grantee may think best), elect) and all the right, title and interest of Mortgagor Borrower therein, at any place then authorized by advertisement law as may be specified in the notice of such sale to the highest bidder, all in compliance with applicable law relating to non-judicial foreclosure sales in effect on the date that foreclosure is commenced. Without limiting the foregoing, the Grantee shall cause to be recorded, published and delivered to Borrower such notice of default and election to sell as shall then be required by applicable law and by this Security Instrument. Grantee shall, without demand on Borrower, after lapse of such time as may then be required by applicable law and after recordation of such notice of default and election to sell and after notice of sale having been given as required by law, sell the Premises at the time and place of sale fixed by the Grantee in said notice of sale, either as a whole, or in any manner provided by separate lots or parcels or items as Grantee shall deem expedient, and in such order as it may determine, at public auction to the laws highest bidder for cash in lawful money of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure United States payable at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; time of sale. Grantee shall deliver to such sale purchaser or sales purchasers thereof its good and said sufficient deed or deeds conveying the Premises so made sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder conclusive proof of the Indebtedness truthfulness thereof. Any person, including, without limitation, Borrower or Grantee, may purchase at such sale and Borrower hereby covenants to warrant and defend the Property title of such purchaser or any part thereofpurchasers. In addition, and it shall not be obligatory upon any purchaser Grantee may credit bid at any such sale an amount up to see and including the full amount due under the Loan, including, without limitation, accrued and unpaid interest, principal, charges, advances made thereunder. Grantee shall be entitled to collect from Borrower all costs and expenses incurred in pursuing foreclosure, including, but not limited to, attorneys’ fees and costs of environmental reports, appraisals, documentary evidence, abstracts, and title reports. Grantee shall deliver to the application purchaser a deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the deed shall apply the proceeds of the purchase moneysale in accordance with applicable law.

Foreclosure. Upon In addition to Lender's other rights, Borrower agrees ----------- that Lender shall have the occurrence following rights in connection with foreclosure of an Event the lien and security interest of Defaultthis Mortgage to the extent not otherwise prohibited by applicable law: (a) Partial Sales and Sales in Separate Lots; Foreclosure ----------------------------------------------------- for Installments. At any foreclosure sale, all or a portion of ---------------- the Property may be sold or the Property being sold may be sold together or in separate lots or parcels in such order and manner as Lender may determine to be in Lender's best interests. Lender may also require the foreclosure of the lien and security interest of this Mortgage to satisfy any unpaid installment or portion of the Indebtedness without declaring the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)payable, and Mortgagee maysuch foreclosure shall not in any manner affect the remaining Obligations as to which this Mortgage shall remain in full force and effect. However, Borrower shall have no right to require that the foreclosure of this Mortgage or the sale of the Property be made in addition any particular manner. If the proceeds of such sale(s) of less than the whole of the Property are not sufficient to exercising any rights it may have with respect pay the entire Indebtedness and the expenses thereof, this Mortgage shall remain in full force and effect as to the Personal Property under the Uniform Commercial Code unsold portion of the jurisdiction in which Property. Any number of foreclosure sales may be had until the whole of the Property is located, institute proceedings in sold. (b) Lender May Bid. Any person or entity (including Lender) -------------- may bid and become the purchaser of all or any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession part of the Property and may manageat any foreclosure sale. The Indebtedness, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientthereof, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of credited on the purchase moneyprice in lieu of any cash payments.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be his duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, at such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all the right, title and interest of Mortgagor therein, by advertisement or in the absence of any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)such requirement, as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided by law; and Mortgagee shallthat if the Land is situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Subsection 3.2(c), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Land, or any part thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any purchaser at and all acts that Trustee may lawfully do in the premises by virtue hereof, In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any person who is then the president, or any vice president, or the cashier or secretary, or branch manager, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and ▇▇▇▇▇, to perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Subsection 3.2(c), including, without limitation, the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in question.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shallHolders of a majority in principal amount of the Notes may direct the Trustee to direct the Collateral Agent or Additional Share Pledge Collateral Agent, at as the option case may be, to foreclose upon and sell the applicable Collateral and to distribute the net proceeds of Mortgagee (such sale to the Trustee and the Holders of the Notes, subject to applicable laws and applicable governmental requirements and subject to the right of the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, to require and/or receive indemnity, security and/or prefunding to its satisfaction as a condition to complying with such direction. If applicable, enforcement of the security interests in the Collateral will be exercised at any time that said Event of Default continues made in accordance with applicable law and, to exist), become immediately due and payable for all purposes without any notice or demand, except as required the extent permitted by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee mayapplicable law, in addition to exercising any rights accordance with the provisions of this Indenture, the Security Documents and applicable governmental requirements. If applicable, the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, will distribute or procure the distribution of all cash proceeds of the Collateral (after payment of the expenses and costs of the Collateral Agent or the Additional Share Pledge Collateral Agent, as the case may be, of enforcement and administration) received by it may have with respect under the Security Documents to the Personal Property under Trustee, which shall hold and/or distribute such cash proceeds for the Uniform Commercial Code benefit of the jurisdiction Holders of the Notes and holders of other Obligations secured by Permitted Collateral Liens. Accordingly, any proceeds received upon a realization of the Collateral securing the Notes and such other Obligations will be applied by the Trustee as follows: (i) first, to the payment of all costs and expenses incurred by the Trustee and the Collateral Agent or the Additional Share Pledge Collateral Agent, as the case may be, in which connection with the Property is locatedcollection of proceeds or sale of any Collateral or otherwise in connection with this Indenture and the Security Documents, institute proceedings including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee and the Collateral Agent or Additional Share Pledge Collateral Agent, as the case may be, on behalf of the Issuer and any other costs or expenses incurred in connection with the exercise of any right or remedy of the Holders of the Notes and such other Obligations; (ii) second, to pay the Notes, any accrued and unpaid interest thereon and such other Obligations on a pro rata basis based on the respective amounts of the Notes and such other Obligations then outstanding; and (iii) third, to the extent of the balance of such proceeds after application in accordance with the foregoing, to the Issuer, its successors or assigns, or as a court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyotherwise direct.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property ▇▇▇▇▇ ▇▇▇▇▇ Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property ▇▇▇▇▇ ▇▇▇▇▇ Project and may manage, rent or lease the Property ▇▇▇▇▇ ▇▇▇▇▇ Project or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property ▇▇▇▇▇ ▇▇▇▇▇ Project en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor Grantor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Trustee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property ▇▇▇▇▇ ▇▇▇▇▇ Project and of making said sale, and attorneys' fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)Rate, rendering the excess, if any, as provided by lawthe Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against MortgagorGrantor, the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property ▇▇▇▇▇ ▇▇▇▇▇ Project aforesaid, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property ▇▇▇▇▇ ▇▇▇▇▇ Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the ▇▇▇▇▇ ▇▇▇▇▇ Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the ▇▇▇▇▇ ▇▇▇▇▇ Project, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed) title to all or any part of the ▇▇▇▇▇ ▇▇▇▇▇ Project which gives a purchaser possession of, or income from, the ▇▇▇▇▇ ▇▇▇▇▇ Project prior to a transfer of title to all or any part of the Monte Villa Project or (iii) cause or permit a Change in the Proportionate Ownership of Grantor (as defined in the Master Loan Agreement).

Foreclosure. Upon Subject to Article XXI below, in the event that a court of competent jurisdiction rules that this Lease constitutes a mortgage, deed of trust or other secured financing, and subject to the availability of such remedy under applicable law, then the Agent Lessor and the Lessee agree that the Lessee hereby mortgages and grants to the Agent Lessor, for the benefit of the Participants, a Lien against the Land and the Property, for the purpose of securing all of the obligations hereunder and under the other Operative Agreements (including the payment of Capitalized Interest, Basic Rent, Supplemental Rent and the Termination Value, Permitted Lease Investment Balance, the Nonrecourse Portion, Purchase Option Price or Partial Purchase Option Price) (collectively, the "Lease Payment Obligations"). In each case, upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Lease Event of Default continues which is continuing, the Agent Lessor shall have the power and authority, to exist)the extent provided by law, become to exercise the following rights and remedies: (a) To declare the Lease Payment Obligations immediately due and payable for all purposes payable; (b) With or without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)notice, and Mortgagee maywithout releasing Lessee from any obligation hereunder, to cure any default of Lessee and, in addition connection therewith, to exercising enter upon the Property and to perform such acts and things as Agent Lessor deems necessary or desirable to inspect, investigate, assess and protect the Property, including, without limitation of any of its other rights; to appear in and defend any action or proceeding purporting to affect the Property or the rights it may have or powers of Agent Lessor hereunder; to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the judgment of Agent Lessor, is prior or superior hereto, the judgment of Agent Lessor being conclusive as between the parties hereto; to pay any premiums or charges with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is locatedinsurance required to be carried hereunder; and to employ counsel, institute proceedings accountants, contractors and other appropriate persons to assist Agent Lessor; (c) To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage, mortgage or to enforce any obtain specific enforcement of the covenants hereofof Lessee hereunder, and Lessee agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought hereunder, Lessee waives the defense of laches and any applicable statute of limitations; (d) Agent Lessor may foreclose the Lien in accordance with applicable laws and rules of court. Any sale conducted upon foreclosure of this Lien shall be held at the front door of the county courthouse for the County or City and County in which the Land and Property is located, or Mortgagee mayon the Land, either personally or by agent at such other place as similar sales are then customarily held in such County or attorney City and County, provided that the actual place of sale shall be specified in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case notice of sale. Mortgagee The proceeds of any sale shall be applied first to the fees and expenses of the officer conducting the sale, and then to the reduction or discharge of the Lease Payment Obligations in such order as is hereby further authorized set forth in Section 13.6 of the Participation Agreement; any surplus remaining shall be paid over to Lessee or to such other person or persons as may be lawfully entitled to such surplus. At the conclusion of any foreclosure sale, the officer conducting the sale shall execute and empowereddeliver to the purchaser at the sale a certificate of purchase which shall describe the property sold to such purchaser and shall state that upon the expiration of the applicable periods for redemption, the holder of such certificate will be entitled to a deed to the property described in the certificate. After the expiration of all applicable periods of redemption, unless the property sold has been redeemed by Lessee, the officer who conducted such sale shall, upon request, execute and deliver an appropriate deed to the holder of the certificate of purchase or the last certificate of redemption, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee case may think best)be, and such deed shall operate to divest Lessee and all the persons claiming under Lessee of all right, title and interest interest, whether legal or equitable, in the property described in the deed. Nothing in this provision dealing with foreclosure procedures or specifying particular actions to be taken by Agent Lessor or by any judicial officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, and any such inconsistency shall be resolved in favor of Mortgagor thereinColorado law applicable at the time of foreclosure. (e) Agent Lessor or its employees, acting by advertisement themselves or in any manner provided by the laws through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of and contract to dispose of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), Land and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see ; negotiate with governmental authorities with respect to the application Property's environmental compliance and remedial measures; contract for goods and services, hire agents, employees and counsel, make repairs, alterations and improvements to the Property necessary, in Agent Lessor's judgment, to protect or enhance the security hereof; to incur the risks and obligations ordinarily incurred by owners of property (without any personal obligation on the part of the purchase money.receiver); and/or to take any and all other actions which may be necessary or desirable to comply with Lessee's obligations hereunder and under the Operative Agreements. All sums realized by Agent Lessor under this Section 17.6(d),

Foreclosure. (a) The Trustee or Mortgagee may institute an action of mortgage foreclosure, or take other action as the law may allow, at law or in equity, for the enforcement of this Mortgage, and proceed thereon to final judgment and execution of the entire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Mortgaged Property by virtue of judicial proceedings, the Mortgaged Property may be sold in one parcel and as an entirety or in such parcels, manner or order as the Mortgagee in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Grantor as a defense in any proceeding instituted by the Trustee or Mortgagee to collect the Obligations secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property. Costs and expenses incurred by the Mortgagee or Trustee (including, without limitation, all reasonable attorneys' fees, expenses and charges through all appeals) under this Section shall become part of the Secured Indebtedness secured hereby. Proceeds realized from a foreclosure of this Mortgage shall be applied in accordance with the provisions of Section 5 of this Article 3. (b) If Mortgagee elects to have foreclosure by exercise of the power of sale granted herein: (i) Upon such election, Trustee or Mortgagee shall give such notice of an Event of Default and election to sell as may then be required by Applicable Law, and shall advertise the sale in the manner prescribed by Applicable Law. Upon the expiration of such time following the advertisement of sale, and the giving of such notice of sale as may then be required by Applicable Law, and without the necessity of any demand on Grantor, the Trustee or the Mortgagee as applicable, at the time and place specified in the notice and advertisement of sale, shall sell the Mortgaged Property, upon such terms and conditions as shall be required under Applicable Law. The Trustee or the Mortgagee, as applicable, may from time to time postpone any sale by public announcement at the time and place noticed therefor. Any person, including Grantor, Trustee or Mortgagee, may purchase at any sale. (ii) Upon any sale, the Trustee or Mortgagee, as applicable, Trustee shall execute and deliver to the purchaser a deed conveying the Mortgaged Property, with special warranty, and the purchaser shall be let into immediate possession. If Grantor, or its heir, executor, administrator, successor or assign, occupies the Mortgaged Property at the time of its sale: (x) each and all shall immediately become the tenant of the purchaser, under a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rent per day based upon the value of the Mortgaged Property, such rent to be due daily to the purchaser; (y) an action in unlawful detainer shall lie if the tenant holds over after a demand in writing for possession of the Mortgaged Property; and (z) this agreement and the deed delivered by the Trustee or Mortgagee, as applicable, shall constitute the agreement under which any such tenant's possession arose and continued. The recitals in any deed delivered by Trustee of facts, such as the occurrence of an Event of Default, the entire unpaid Indebtedness shallgiving of notice of default and notice of sale, at demand that such sale be made, postponement of sale, terms of sale, sale, purchase, payment of purchase money and other facts affecting the option regularity or validity of such sale or disposition, shall be prima facie proof of the truth of such facts. (iii) The Trustee or the Mortgagee, as applicable, is hereby irrevocably appointed the true and lawful attorney-in-fact of Grantor to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so-sold and to execute all necessary instruments of conveyance, assignment and transfer. The Trustee or the Mortgagee, as applicable, may substitute one or more Persons with like power. Grantor hereby ratifies and confirms all that Trustee or Mortgagee, or any substitute of either of them, shall lawfully do by virtue-hereof. Nevertheless, upon request by Trustee or Mortgagee, Grantor shall ratify and confirm any sale by executing and delivering to Trustee , Mortgagee or the purchaser all instruments requested by Trustee or Mortgagee. (c) Upon any sale made under this Mortgage, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, Mortgagee (to be exercised at on its behalf or on behalf of the Secured Parties) and any time that said Event of Default continues to exist), become immediately due Secured Party may bid for and payable for all purposes without acquire the Mortgaged Property or any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)part thereof, and Mortgagee mayand any Secured Party in lieu of paying cash therefor may make settlement for the sales price by crediting against the sales price some or all of the Secured Indebtedness owing to such Secured Party (or, in addition the case of Mortgagee, owing to exercising all Secured Parties) after deducting therefrom the expenses of the sale and the costs of the action and any rights it may have with respect other sums which Trustee or Mortgagee is authorized to deduct. (d) Any sale made under this Mortgage, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Mortgaged Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientrights so sold, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in at law and in equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, Grantor and all other persons claiming Persons who may at any time claim the Property aforesaidsame, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder Grantor hereby expressly waives any right to direct the order in which the Mortgaged Property shall be sold pursuant hereto. (e) To the fullest extent permitted by law, Grantor will not at any time insist upon, plead, or in any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the Indebtedness may purchase marshaling of assets or the Property administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Mortgage, or any part thereofdecree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Mortgaged Property sold; or any law, now or at any time hereafter in force, which may affect the covenants and terms or performance of this Mortgage; and Grantor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and it shall covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Trustee or Mortgagee, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (f) Grantor hereby requests that a copy of any Notice of Default and a copy of any Notice of Sale under this Mortgage be obligatory upon any purchaser mailed to Grantor at any such sale to see to the application Grantor's address for Notices as set forth in Section 2 of the purchase moneyArticle IV.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code After acceleration of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate Maturity Date (as defined in the Note), rendering subject to Wisconsin law, Lender shall also have the excessright immediately to foreclose this Mortgage. Upon the filing of any complaint for that purpose, the court in which such complaint is filed may, upon application of Lender or at any time thereafter, either before or after foreclosure sale, and without notice to Borrower or to any party claiming under Borrower, without regard to the solvency or insolvency at the time of such application of any person then liable for the payment of any Secured Obligation, without regard to the then value of the Property, and without requiring any bond from the complainant in such proceedings, appoint a receiver for the benefit of Lender (which may be Lender), with power to take possession, charge and control of the Property, to operate or lease the same, to keep the improvements thereon insured and in good repair, and to collect any revenues of operation or rents during the pendency of such foreclosure suit, and, in case of foreclosure sale and a deficiency, during any period of redemption. The court shall, if anyrequested by the receiver, authorize such receiver to pay the net amounts remaining in the receiver’s hands, after deducting reasonable compensation for the receiver and the receiver’s counsel to be allowed by the court, to Lender to be held and applied to any Secured Obligation in accordance with the Loan Documents. This Mortgage may be foreclosed once against all, or successively against any portion or portions, of the Property as provided Lender may elect. This Mortgage and the right of foreclosure shall not be impaired or exhausted by one or any foreclosure or by one or any sale, and may be foreclosed successively and in parts, until all of the Property has been foreclosed against and sold. Borrower agrees that Lender may elect to foreclose and select any redemption period authorized by law; such sale . Borrower expressly agrees that Lender may utilize § 846.103, Wis. Stats. (or sales and said deed any other provisions provided in Chapter 846), or deeds so made shall be any successors thereto, to reduce the redemption period in any foreclosure action, upon waiving the right to judgment for a perpetual bardeficiency. In case of any foreclosure (or commencement thereof or preparation therefor) of this Mortgage in any court, both in law and equityall expenses of every kind paid or incurred by Lender for the enforcement, against Mortgagorprotection or collection of this Mortgage, the heirsincluding reasonable costs, successors and assigns reasonable attorneys’ fees, stenographers’ fees, costs of Mortgagoradvertising, costs of documentary evidence of title (including title insurance) and all other persons claiming the Property aforesaidrelated charges and costs, or any part thereof, by, from, through or under Mortgagorshall be paid by Borrower. The legal holder Without limitation of the Indebtedness may purchase the Property or any part thereofforegoing, and it shall not be obligatory upon any purchaser at any such sale to see Borrower agrees to the application provisions of § 846.103, Wis. Stats., as the purchase moneysame may be amended or renumbered from time to time, permitting Lender, upon waiving the right to judgment for a deficiency, to hold the foreclosure sale of real estate three (3) months after a foreclosure judgment is entered.

Foreclosure. Upon the occurrence of an Event a default, then, upon the giving of Defaultnotice of such default and of the time and place of sale in the manner provided by law, the entire unpaid Property may be sold by Grantee or its trustee in the manner provided by law under the power of sale conferred hereby. In lieu thereof, and at the Holder’s election, this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of mortgages on real property. Any sale made by Grantee or its trustee hereunder may, subject to applicable law, be as an entirety or in such parcels as Holder may request. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Grantee or its trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Grantee or its trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness shalland the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its sole election, to request Grantee or its trustee to sell less than the option whole of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice the Property. Grantee or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee its trustee may, in addition to exercising after any rights it may have with respect to request or direction by Holder, sell not only the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce real property but also any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon Collateral and take possession any other interests which are a part of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byas a unit and as a part of a single sale, from, through or under Mortgagor. The legal holder may sell any part of the Indebtedness may purchase Property separately from the remainder of the Property. It shall not be necessary for Grantee or its trustee to have taken possession of any part of the Property or to have present or to exhibit at any part thereofsale any of the Collateral. The Grantee or its trustee shall execute and deliver to the purchaser its Trustee’s Deed conveying the Property so sold but without any covenant or warranty, express or implied, and it shall receive the proceeds of said sale or sales and apply the same as herein provided. The power of sale granted herein shall not be obligatory upon exhausted by any purchaser at sale held hereunder by Grantee or its trustee or its substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of Holder, such sale shall not exhaust the power of sale hereunder and Holder shall have the right to see cause a subsequent sale or sales to be made hereunder. If Grantee or its trustee or its successor or substitute shall have given notice of sale hereunder, any successor or substitute trustee thereafter appointed may complete the application sale and the conveyance of the purchase moneyproperty pursuant thereto as if such notice had been given by the successor or substitute trustee conducting the sale.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, . BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. This Mortgage and Security Agreement is upon the statutory condition, for any breach of which Mortgagee shall have the statutory power of sale, and Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Mortgagee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' ’ fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law law, (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR INCLUDING WITHOUT LIMITATION NOTICE OF THE INTENT TO EXERCISE SUCH OPTIONACCELERATE, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law (without limiting their rights under the foregoing provisions or otherwise), either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, to the extent permitted by applicable law, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Mortgagee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon the occurrence of (a) If an Event of DefaultDefault shall have occurred and be continuing, the entire unpaid Indebtedness shall, at the option of Mortgagee (Collateral Agent shall be entitled to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction proceed to foreclose this instrument as a mortgage, Deed of Trust and to cause the sale of all or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession portion of the Property and may manage, rent for cash or lease the Property or any portion thereof upon such terms and conditions as Mortgagee Collateral Agent may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply under the sums so received as hereinafter provided in case judgment or decree of sale. Mortgagee is hereby further authorized and empowered, as agent a court or attorney in fact, either after or without such entry, to sell and dispose courts of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the competent jurisdiction in which order to pay the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)Indebtedness secured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessutility charges, if any, as provided by law; with accrued interest therein, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys' fees. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or sales be summarily dispossessed according to provisions of law applicable to tenants holding over. (i) If an Event of Default shall have occurred and said deed or deeds so made shall be a perpetual barcontinuing, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness Collateral Agent may purchase elect to cause the Property or any part thereofthereof to be sold under the power of sale herein granted in any manner permitted by applicable law. (ii) In connection with any sale or sales hereunder, Collateral Agent may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the real property covered hereby or any improvements thereon without causing structural damage thereto as if the same were personal property, and it dispose of the same in accordance with applicable law, separate and apart from the sale of real property. (iii) Any sale of any personal property hereunder shall be conducted in any manner permitted by Section 9601 or any other applicable section of the California Commercial Code or any other applicable law. Where the Property consists of real and personal property or fixtures, whether or not such personal property is located on or within the real property, Collateral Agent may elect in its discretion to exercise its rights and remedies against any or all of the real property, personal property, and fixtures in such order and manner as is now or hereafter permitted by applicable law. (iv) Without limiting the generality of the foregoing, Collateral Agent may, in its sole and absolute discretion and without regard to the adequacy of its security, elect to proceed against any or all of the real property, personal property and fixtures in any manner permitted under Section 9604 of the California Commercial Code or any other applicable law; and the power of sale herein granted shall be obligatory upon exercisable with respect to all or any purchaser at of the real property, personal property and fixtures covered hereby, as designated by Collateral Agent, and the Trustee is hereby authorized and empowered to conduct any such sale of any real property, personal property and fixtures in accordance with the procedures applicable to see real property. (v) Where the Property consists of real property and personal property, any reinstatement of the Indebtedness or Obligations secured hereby, following default and an election by the Collateral Agent to accelerate the maturity of said Indebtedness or Obligations, which is made by Grantor or any other person or entity permitted to exercise the right of reinstatement under California law shall not prohibit the Collateral Agent from conducting a sale or other disposition of any personal property or fixtures or from otherwise proceeding against or continuing to proceed against any personal property or fixtures in any manner permitted by the California Commercial Code or any other applicable law; nor shall any such reinstatement invalidate, rescind or otherwise affect any sale, disposition or other proceeding held, conducted or instituted with respect to any personal property or fixtures prior to such reinstatement or pending at the time of such reinstatement. Any sums paid to Collateral Agent in effecting any reinstatement shall be applied to the application secured obligation and to the Collateral Agent's and Trustee's reasonable costs and expenses in the manner required by California law. (vi) Should Collateral Agent elect to sell any portion of the purchase moneyProperty which is real property or which is personal property or fixtures that Collateral Agent has elected under Section 9604 of the California Commercial Code to sell together with real property in accordance with the laws governing a sale of real property, Collateral Agent or Trustee shall give such notice of default and election to sell as may then be required by law. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, and without the necessity of any demand on Grantor, Trustee, at the time and place specified in the notice of sale, shall sell said real property or part thereof at public auction to the highest bidder for cash in lawful money of the United States. Trustee may, and upon request of Collateral Agent shall, from time to time, postpone any sale hereunder by public announcement thereof at the time and place noticed therefor, and Grantor agrees and acknowledges that Collateral Agent may elect in its sole and absolute discretion to direct such postponement(s) for such periods of time as Collateral Agent may find necessary or desirable. (vii) In any notice of foreclosure sale, advertisement of sale, or other post-default public statement of Trustee or Collateral Agent in connection with the judicial or nonjudicial foreclosure of all or any part of the Property, Grantor agrees that Trustee and Collateral Agent shall have the right, but not the obligation, to disclose any report or information known to them regarding defects in the Property, that Trustee and Collateral Agent cannot control or otherwise assure the truthfulness or the accuracy of such reports or information, and that the disclosure of such reports or information to prospective bidders at any foreclosure sale of the Property may have a material adverse effect upon the amount which a party may bid at such sale. Grantor agrees that Collateral Agent and Trustee shall have no liability whatsoever as a result of disclosing any or all of such reports or information to any third party, and Grantor hereby waives, releases and forever discharges Collateral Agent and Trustee from any and all claims, damages, or causes of action, arising out of, connected with or incidental to the disclosure, use or delivery of any such report or information. (viii) Should Collateral Agent desire that more than one sale or other disposition of the Property be conducted, Collateral Agent may, at its option, cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Collateral Agent may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Property not sold until all Indebtedness secured hereby has been fully paid and all Obligations secured hereby have been fully performed, nor shall the power of sale granted under this Deed of Trust be exhausted until all such sales are conducted. (c) Collateral Agent may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Collateral Agent, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (d) Upon the completion of any sale or sales made by Collateral Agent under or by virtue of this Section 3.

Foreclosure. Upon Mortgagee may exercise the occurrence of STATUTORY POWER OF SALE. Any sale made hereunder may be as an Event of Defaultentirety or in such parcels as Mortgagee may request. To the extent permitted by applicable Law, the entire unpaid Indebtedness shall, any sale may be adjourned by announcement at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable place appointed for all purposes such sale without any further notice or demand, except as may be required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to law. If the Personal Property under proceeds of such sale of less than the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession whole of the Property shall be less than the aggregate of the Obligations, this Mortgage and may manage, rent or lease the Property or any lien hereof shall remain in full force and effect as to the unsold portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (just as Mortgagee though no sale had been made and the STATUTORY POWER OF SALE shall also apply to any future sales. A sale may think best), cover not only the Real Property but also the Personalty and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws other interests which are a part of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byas a unit and as a part of a single sale, from, through or under Mortgagor. The legal holder the sale may be of any part of the Indebtedness may purchase Property separately from the Property remainder of the Property. After each sale, the Mortgagee shall make to the purchaser or any part thereofpurchasers at such sale good and sufficient conveyances, conveying the property so sold to the purchaser or purchasers in fee simple, subject to the Permitted Encumbrances (and to such leases and other matters, if any), and it shall receive the proceeds of said sale or sales and apply the same as herein provided. In the event any sale hereunder is not completed or is defective in the opinion of Mortgagee, such sale shall not exhaust the power of sale hereunder and Mortgagee shall have the right to cause a subsequent sale or sales to be obligatory upon made hereunder. Any and all statements of fact or other recitals made in any purchaser at any such sale deed or deeds or other conveyances given by the Mortgagee as to see nonpayment of the Obligations or as to the application occurrence of any default, or as to Mortgagee’s having declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done by Mortgagee shall be taken as prima facie evidence of the purchase moneytruth of the facts so stated and recited.

Foreclosure. Upon (a) During the occurrence continuance of an Event a default, this Mortgage may be foreclosed as to the Mortgaged Properties, or any part thereof, in any manner permitted by applicable law. (b) Mortgagor specifically requests that a copy of Default, the entire unpaid Indebtedness shall, any notice of default and a copy of any notice of sale under this Mortgage be mailed to Mortgagor at the option address for Mortgagor specified in this Mortgage. (c) During the continuance of Mortgagee (to be exercised at any time that said Event a default, Agent may exercise its rights of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have enforcement with respect to the Personal Property Collateral under the Uniform Commercial Code of the jurisdiction State of Kansas, as amended, or under the Uniform Commercial Code or any other statute in which the Property is located, institute proceedings force in any court state to the extent the same is applicable law. Cumulative of competent jurisdiction the foregoing and the other provisions of this Section 4.4: (i) to foreclose this instrument as a mortgagethe extent permitted by law, Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor’s premises to take possession of, assemble and collect the Collateral or to enforce any of render it unusable; and (ii) Agent may require Mortgagor to assemble the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least ten (10) Business Days (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property such term is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)Credit Agreement, rendering and as so defined, it is used in this Mortgage) prior to the excess, if any, as provided by law; such date of public sale of the Collateral or sales and said deed or deeds so prior to the date after which private sale of the Collateral will be made shall be constitute reasonable notice; and (iv) in the event of a perpetual bar, both in law and equity, against Mortgagorforeclosure of the liens and/or security interests evidenced hereby, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidCollateral, or any part thereof, byand the Mortgaged Properties, fromor any part thereof, through may, at the option of Agent, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under Mortgagorthis subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.6 as if the same were sales proceeds. (d) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted with respect to personal property or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder with respect to personal property or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The legal holder Agent acting under power of sale with respect to personal property may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the Indebtedness may purchase secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of the Agent as to the occurrence of an event, such as a default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Mortgaged Premises, or take such other action at law or in equity for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shallbalance of the Obligations, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of this Mortgage, together with interest from the date of default at the option of Mortgagee Default Rate set forth in the Term Note or the Revolving Note (to be exercised at any time that said Event of Default continues to existwhichever is higher), become immediately due all costs of suit and payable attorneys’ fees. In case of any sale of the Mortgaged Premises by judicial proceedings, the Mortgaged Premises may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for all purposes without any notice itself and anyone claiming by, through or demandunder it, hereby agrees that Mortgagee shall in no manner, in law or in equity, be limited, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds in the exercise of its rights in the Mortgaged Premises or in any other security hereunder or otherwise appertaining to the IndebtednessObligations or any other obligation secured by this Mortgage, including all sums advanced whether by any statute, rule or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined precedent which may otherwise require said security to be marshaled in the Note), rendering the excess, if any, as provided by law; such sale or sales any manner and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors for itself and assigns of Mortgagor, and all other persons claiming the Property others as aforesaid, hereby expressly waives and releases any right to or any part benefit thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or failure to make any part thereof, and it tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser at proceeding instituted by Mortgagee to collect the Obligations or any such deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyMortgaged Premises.

Foreclosure. Upon (a) All fees, costs and expenses of any kind incurred by Beneficiary in connection with foreclosure of this Deed of Trust, including without limitation the occurrence costs of an Event any appraisals of Defaultthe Trust Property obtained by Beneficiary, all costs of any receivership for the entire unpaid Indebtedness shallTrust Property advanced by Beneficiary, at the option and all reasonable attorneys' fees and consultants' fees incurred by Beneficiary (including charges of Mortgagee in-house counsel), appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be exercised at any time that said Event expended after entry of Default continues to exist)the decree) of procuring all such abstracts of title, become immediately due title searches and payable for all purposes without any notice or demandexamination, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), title insurance policies and Mortgagee may, in addition to exercising any rights it may have similar data and assurances with respect to title, as Trustee or Beneficiary may reasonably deem necessary either to prosecute such suit or to evidence to bidders at the Personal sales that may be had pursuant to such proceedings the true conditions of the title to or the value of the Trust Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the Obligations and may be included as part of the amount owing from Trustor to Beneficiary at any foreclosure sale. (b) The proceeds of foreclosure sale of the Trust Property shall be distributed and applied in the following order of priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including without limitation all such items as are mentioned in Section 4.4(a) hereof; second, to the payment of all sums expended under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as hereof not then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessrepaid, with accrued interest from date of advance or expenditure at the Default Rate (as defined in Rate; third, to the Note)payment of all other Obligations; and lastly, rendering the excessremainder, if any, to the person or persons legally entitled thereto, all in accordance with the Indenture. (c) In case of an insured loss after judicial foreclosure or Trustee's sale proceedings have been instituted, the proceeds of any insurance policy or policies, if not applied to rebuilding or restoring the buildings or improvements, shall be used to pay the amount due upon the Obligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the consent of Trustor, to assign any and all insurance policies to the purchaser at the sale, or to take such other steps as provided Beneficiary or Trustee may deem advisable to cause the interest of such purchaser to be protected by any of the such insurance policies. (d) To the fullest extent allowable by law; such , Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the event of any sale or sales and said deed pursuant to this Deed of Trust. (e) Nothing in this Section 4.4 dealing with foreclosure procedures or deeds so made specifying particular actions to be taken by Beneficiary or by Trustee or any similar officer shall be a perpetual bar, both in law deemed to contradict or add to the requirements and equity, against Mortgagor, the heirs, successors and assigns of Mortgagorprocedures now or hereafter specified by Colorado law, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to inconsistency shall be resolved in favor of Colorado law applicable at the application time of the purchase moneyforeclosure.

Foreclosure. Upon the occurrence (a) All fees, costs and expenses of an Event any kind incurred by Beneficiary in connection with foreclosure of Defaultthis Deed of Trust, including, without limitation, the entire unpaid Indebtedness shallcosts of any appraisals of the Trust Property obtained by Beneficiary, at all costs of any receivership for the option of Mortgagee Trust Property advanced by Beneficiary, and all reasonable attorneys' and consultants' fees incurred by Beneficiary, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be exercised at any time that said Event expended after entry of Default continues to exist)the decree) of procuring all such abstracts of title, become immediately due title searches and payable for all purposes without any notice or demandexamination, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), title insurance policies and Mortgagee may, in addition to exercising any rights it may have similar data and assurances with respect to title, as Trustee or Beneficiary may reasonably deem necessary either to prosecute such suit or to evidence to bidders at the Personal sales that may be had pursuant to such proceedings the true conditions of the title to or the value of the Trust Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the Obligations and may be included as part of the amount owing from Trustors to Beneficiary at any foreclosure sale. (b) The proceeds of foreclosure sale of the Trust Property shall be distributed and applied in the following order of priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including, without limitation, all such items as are mentioned in Section 4.4(b) hereof; -------------- second, to the payment of all sums expended under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as hereof not then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtednessrepaid, with accrued interest from date of advance or expenditure at the Default Rate (as defined in Rate; third, to the Note)payment of all other Obligations; and lastly, rendering the excessremainder, if any, to the person or persons legally entitled thereto. (c) In case of an insured loss after judicial foreclosure or Trustee's sale proceedings have been instituted, the proceeds of any insurance policy or policies, if not applied to rebuilding or restoring the buildings or improvements, shall be used to pay the amount due upon the Obligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the consent of Trustors, to assign any and all insurance policies to the purchaser at the sale, or to take such other steps as provided Beneficiary or Trustee may deem advisable to cause the interest of such purchaser to be protected by any of the said insurance policies. (d) To the fullest extent allowable by law; such , each Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the event of any sale or sales and said deed pursuant to this Deed of Trust. (e) Nothing in this Section dealing with foreclosure procedures or deeds so made specifying particular actions to be taken by Beneficiary or by Trustee or any similar officer shall be a perpetual bar, both in law deemed to contradict or add to the requirements and equity, against Mortgagor, the heirs, successors and assigns of Mortgagorprocedures now or hereafter specified by Colorado law, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to inconsistency shall be resolved in favor of Colorado law applicable at the application time of the purchase moneyforeclosure.

Foreclosure. Upon the occurrence Any sale of an Event of Default, the entire unpaid Indebtedness shallProperty hereunder may be made at public auction, at the option of Mortgagee (to be exercised such time or times, at any time that said Event of Default continues to exist)such place or places, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms and conditions and after such previous public notice as Mortgagee may Trustee shall deem expedient, appropriate and collect, receive advantageous and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided required by the laws of the jurisdiction State of Maryland. Upon the terms of such sale being complied with, Trustee shall convey to, and at the cost of, the purchaser or purchasers the interest of such Borrower in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)so sold, free and to issuedischarged of and from all estate, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds title or avails interest of such saleBorrower, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced at law or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and such purchaser or purchasers being hereby discharged from all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale liability to see to the application of the purchase money. Lender and any affiliate thereof may be a purchaser of the Property or of any part thereof or of any interest therein at any public sale thereof, whether pursuant to foreclosure or power of sale or otherwise hereunder, without forfeiting its right to collect any deficiency from any Borrower; and Lender may apply upon the purchase price the Debt secured hereby owing to Lender. Lender, upon any such purchase, shall acquire good title to the properties so purchased, free of the lien of this Security Instrument and free of all rights of redemption in any Borrower and free of all liens and encumbrances subordinate to this Security Instrument. The proceeds of such sale or sales under this Security Instrument, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by Trustee and applied as follows: (i) first (A) all Expenses incurred in connection with such sale or in preparing the Property for such sale and of obtaining possession including, among other things, counsel fees reasonably incurred shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper, (B) the Trustee's Commission (hereinafter defined) and expenses and (C) all taxes, levies, assessments or other charges relating to the Property which have or in the opinion of Trustee may have, priority over the lien of this Security Instrument, including the pro rata portion thereof applicable to the taxable period during which any payment is made pursuant to this subsection; (ii) second, to pay all of the Debt and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; (iii) third, to pay the amount of any liens of record inferior to this Security Instrument, together with lawful interest, and lawful claims of third parties against the proceeds of any sale; and (iv) lastly, to pay the surplus, if any, to any Borrower or any person or entity entitled thereto unless otherwise required by law or directed by a court of competent jurisdiction. In the event that the proceeds of any such sale or sales, together with all other monies at the time held by Trustee under this Security Instrument, are insufficient to pay the foregoing costs and expenses, Lender may, at its sole option, advance such sums as Lender in its sole and absolute discretion shall determine for the purpose of paying all or any part of such costs and expenses, and all such sums so advanced shall be (A) a lien against the Property, (B) added to the amount due under the Note and secured by this Security Instrument, and (C) payable on demand with interest at the rate of interest applicable to the principal balance of the Note, from and including the date each such advance is made. In any event, each Borrower shall be liable to Lender for any deficiency if the proceeds of any such sale or sales are insufficient to pay, in full, all amounts to be distributed pursuant to the clause (i) above. The Borrowers shall pay to Trustee a commission in the amount of two and one half percent (2.5%) of the then-outstanding debt secured hereby if the Property is advertised for sale under the provisions of this Security Instrument and is not sold, and the Borrowers shall also pay or reimburse Trustee for all of Trustee's expenses and disbursements hereunder regardless of whether the Property is sold (the "Trustee's Commission").

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Property, or take such other action at law, equity or by contract for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shall, balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the option greater of (a) the statutory rate provided for judgments, or (b) the Default Rate. Without limiting the foregoing, Mortgagee (to be exercised at may foreclose this Mortgage and exercise its rights as a secured party for all or any time that said Event portion of Default continues to exist), become immediately the Liabilities which are then due and payable for all purposes without any notice or demandpayable, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect subject to the Personal Property under continuing lien of this Mortgage for the Uniform Commercial Code balance not then due and payable. In case of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession sale of the Property and may manageby judicial proceedings, rent or lease the Property may be sold in one parcel or any portion thereof upon in such terms parcels, manner or order as Mortgagee in its sole discretion may deem expedientelect. Mortgagor, for itself and collectanyone claiming by, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided through or under it, hereby agrees that Mortgagee shall in case of sale. Mortgagee is hereby further authorized and empoweredno manner, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse law or in separate parcels (as Mortgagee may think best)equity, and all the rightbe limited, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees except as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both exercise of its rights in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or in any part thereofother security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Mortgage, and it whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner. The failure to make any tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser at proceeding instituted by Mortgagee to collect the Liabilities or any such deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyProperty.

Foreclosure. Upon the occurrence of (a) If an Event of DefaultDefault shall have occurred and be continuing, Collateral Agent shall be entitled to proceed to foreclose this Deed of Trust and to take any and all necessary legal steps to pay the entire unpaid Indebtedness shallsecured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest therein, and all expenses of all proceedings in connection therewith, including reasonable attorneys' fees. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. (b) Collateral Agent may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable place appointed for all purposes without any notice such sale or demandfor such adjourned sale or sales; and, except as required otherwise provided by law any applicable provision of law, Collateral Agent, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONc) Upon the completion of any sale or sales made by Collateral Agent under or by virtue of this Section 3.4, OR OF THE INTENT TO EXERCISE SUCH OPTIONCollateral Agent, BEING HEREBY EXPRESSLY WAIVED)Trustee, or an officer of any court empowered to do so, shall execute and Mortgagee may, in addition to exercising any rights it may have with respect deliver to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as accepted purchaser or purchasers a mortgagegood and sufficient instrument, or to enforce any of the covenants hereofgood and sufficient instruments, or Mortgagee mayconveying, either personally or by agent or attorney in factassigning and transferring all estate, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest in and to the property and rights sold. Each of Mortgagor thereinTrustee and Collateral Agent is hereby irrevocably appointed the true and lawful attorney of Grantor, by advertisement or in any manner provided by the laws its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, rights so sold and for that purpose Collateral Agent or Trustee may execute and deliver a deed all necessary instruments of conveyance, all as then may be provided by law; assignment and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said saletransfer, and attorneys' fees as herein providedmay substitute one or more persons with like power, apply Grantor hereby ratifying and confirming all that its said attorney or such proceeds to the Indebtedness, including all sums advanced substitute or expended substitutes shall lawfully do by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; virtue hereof. Any such sale or sales made under or by virtue of this Section 3.04 shall operate to divest all the estate, right, title, interest, claim and said deed demand whatsoever, whether at law or deeds in equity, of Grantor in and to the properties and rights so made sold, and shall be a perpetual bar, bar both in at law and equity, in equity against Mortgagor, the heirs, successors Grantor and assigns of Mortgagor, against any and all other persons claiming or who may claim the Property aforesaidsame, or any part thereof, by, thereof from, through or under Mortgagor. The legal holder Grantor. (d) Upon any sale made under or by virtue of the Indebtedness this Section 3.04, Collateral Agent may purchase bid for and acquire the Property or any part thereof, thereof and it shall not be obligatory upon any purchaser at any such sale to see to the application in lieu of paying cash therefor may make settlement for all or a portion of the purchase moneyprice by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Collateral Agent is authorized to deduct under this Deed of Trust.

Foreclosure. Upon Take possession of and sell the occurrence of an Event of DefaultProperty, or any part thereof requested by the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event sold and so advertise in accordance with the Real Property Article of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court State of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property New Hampshire or any portion thereof upon such terms as Mortgagee may deem expedientsubstitutions or replacements thereto, and collectin connection therewith the Mortgagor hereby (a) ASSENTS TO THE PASSAGE OF A DECREE FOR THE SALE OF THE PROPERTY BY THE EQUITY COURT HAVING JURISDICTION AND (b) AUTHORIZES AND EMPOWERS THE MORTGAGEE TO TAKE POSSESSION OF AND TO SELL (OR IN CASE OF ANY DEFAULT OF ANY PURCHASER TO RESELL) THE PROPERTY, receive and receipt for OR ANY PART THEREOF, all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by accordance with the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and State or rule of court relating to issue, execute and deliver a deed deeds of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtednesstrust, including all sums advanced any amendments thereof, or expended by Mortgagee additions thereto, which do not materially change or the legal holder of the Indebtedness, impair such remedy. In connection with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagorany foreclosure, the heirsMortgagees may procure such title reports, successors surveys, tax histories and assigns of Mortgagorappraisals as they deem necessary, and all other persons claiming costs and expenses incurred in connection therewith shall be payable by the Mortgagor. In case of any sale under this Mortgage, by virtue of judicial proceedings or otherwise, the Property aforesaidmay be sold as an entirety or in parcels, by one sale or by several sales, as may be deemed by the Mortgagee to be appropriate and without regard to any right of the Mortgagor or any part thereofother Person to the marshalling of assets. Any sale hereunder may be made at public auction, byat such time or times, fromat such place or places, through and upon such terms and conditions and after such previous public notice as the Mortgagees shall deem appropriate and advantageous and as required by law. Upon the terms of such sale being complied with, the Mortgagee shall convey to, and at the cost of, the purchaser or under Mortgagor. The legal holder purchasers the interest of the Indebtedness may purchase Mortgagor in the Property so sold, free and discharged of and from all estate, title or any part thereofinterest of the Mortgagor, and it shall not be obligatory upon any at law or in equity, such purchaser at any such sale or purchasers being hereby discharged from all liability to see to the application of the purchase money. The proceeds of such sale or sales under this Mortgage, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Mortgagee and applied as follows: First, to pay all costs, charges and expenses attending the execution of this trust, of taking possession of the Property or any part thereof, or any sale made as aforesaid, including but not limited to counsel fees of $5,000 to the attorneys representing the Mortgagee for conducting the proceedings if without contest, but if legal services be rendered to the Mortgagee or the Mortgagee in connection with any contested matter in the proceedings, then such other reasonable counsel fees and expenses shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper; Second, to pay all Indebtedness secured hereby including all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account, in such order and manner as the Mortgagee in its sole discretion may determine; and Lastly, to pay the surplus, if any, to the Mortgagor or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property. Immediately upon the filing of any foreclosure proceedings under this Mortgage, there shall be and become due and owing by the Mortgagor all expenses incident to any foreclosure proceedings under this Mortgage.

Foreclosure. Upon the occurrence of an Event a default, then, upon the giving of Defaultnotice of such default and of the time and place of sale in the manner provided by law, the entire unpaid Property may be sold by Grantee or its trustee in the manner provided by law under the power of sale conferred hereby. In lieu thereof, and at the Holder’s election, this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of mortgages on real property. Any sale made by Grantee or its trustee hereunder may, subject to applicable law, be as an entirety or in such parcels as Holder may request. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Grantee or its trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Grantee or its trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness shalland the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its sole election, to request Grantee or its trustee to sell less than the option whole of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice the Property. Grantee or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee its trustee may, in addition to exercising after any rights it may have with respect to request or direction by Holder, sell not only the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce real property but also any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon Collateral and take possession any other interests which are a part of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidProperty, or any part thereof, byas a unit and as a part of a single sale, from, through or under Mortgagor. The legal holder may sell any part of the Indebtedness may purchase Property separately from the remainder of the Property. It shall not be necessary for Grantee or its trustee to have taken possession of any part of the Property or to have present or to exhibit at any part thereofsale any of the Collateral. The Grantee or its trustee shall execute and deliver to the purchaser its Trustee's Deed conveying the Property so sold but without any covenant or warranty, express or implied, and it shall receive the proceeds of said sale or sales and apply the same as herein provided. The power of sale granted herein shall not be obligatory upon exhausted by any purchaser at sale held hereunder by Grantee or its trustee or its substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of Holder, such sale shall not exhaust the power of sale hereunder and Holder shall have the right to see cause a subsequent sale or sales to be made hereunder. If Grantee or its trustee or its successor or substitute shall have given notice of sale hereunder, any successor or substitute trustee thereafter appointed may complete the application sale and the conveyance of the purchase moneyproperty pursuant thereto as if such notice had been given by the successor or substitute trustee conducting the sale.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be his duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, a such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all or it the rightabsence of any such requirement, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided by law; and Mortgagee shallthat if the Land is situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, en the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Subsection 3.2(:), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at tie same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but alto, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Land, or any an thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution aril application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of law and equity as prima facie evidence that the said statements or recitals sate facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any purchaser at and ill acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof; or his failure, refusal or friability, for arty reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writhes, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted tee and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any person who is then the president, or any vice president, or the cashier or secretary, or branch manager, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustees agent and attorney-in-fact to act as Trustee under him and in his name, place fold stead, ▇▇ perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Subsection 3.2(c), including, without limitation, the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property is sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in question.

Foreclosure. Upon the occurrence of an Event of Default(i) Lender, the entire unpaid Indebtedness shallwith or without entry, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)personally or by its agents or attorneys, become immediately due and payable for all purposes without any notice or demand, except insofar as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)applicable, and Mortgagee may, in addition to exercising any rights it and every other remedy, may have with respect (i) sell to the Personal Property under extent permitted by law and pursuant to the Uniform Commercial Code power of sale granted herein, all and singular, the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best)Property, and all the estate, right, title and interest of Mortgagor interest, claim and demand therein, by advertisement and right of redemption thereof, at one or more sales, as an entirety or in any manner provided parcels, and at such times and places as required or permitted by law and as are customary in the laws of the jurisdiction county in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute upon such terms as Lender may fix and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined specify in the Note), rendering the excess, if any, notice of sale to be given to Borrower (and on such other notice published or otherwise given as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid), or any part thereof, by, from, through as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under Mortgagor. The legal holder the provisions of the Indebtedness may purchase laws of the jurisdiction or jurisdictions in which the Property or any part thereofthereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and it enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Security Instrument, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Lender, being advised by counsel and its financial advisor, shall deem advisable to protect and enforce any of their rights or duties hereunder. (ii) Lender may conduct any number of sales from time to time. The power of sale shall not be obligatory upon exhausted by any purchaser at one or more such sales as to any such sale to see part of the Property remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. (iii) Upon taking title to the application Commercial Units and the Improvements (whether by foreclosure, deed in lieu or otherwise) by Lender or any other purchaser or assignee of the purchase moneyCommercial Units and the Improvements after an Event of Default, Borrower shall assign and transfer all of its right, title and interest in and to all other portions of the Property to Lender.

Foreclosure. Upon (a) Except as provided in the occurrence of an Loan Agreement, if any Event of DefaultDefault shall have occurred, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised Trustee or Lender may at any time that said Event proceed, at law or in equity or otherwise, to enforce the payment of Default continues to exist)the Note in accordance with the terms thereof and, become immediately if the Note has been declared due and payable for all purposes without any notice or demand, except as required by law payable: (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition i) to exercising any rights it may have with respect institute an action to the Personal Property foreclose its interest under the Uniform Commercial Code Lien of this Mortgage against the jurisdiction Mortgaged Property by judicial foreclosure sale or strict foreclosure in which a proceeding and to have the Property is located, institute proceedings in any same sold under the judgment or decree of a court of competent jurisdiction or proceed to take any of such actions; (ii) to take such other action at law or in equity or otherwise for the enforcement of this Mortgage and the realization, upon obtaining a judgment for foreclosure, on the security or any other security herein or elsewhere provided for, in such manner and at such times as the law may allow, and may proceed therein to the extent permitted, and subject to the limitations imposed, by law to final judgment and execution for the entire unpaid balance of the Debt, together with all other sums payable by Borrower in accordance with the provisions of the Note, this Mortgage and the other Loan Documents, and all sums which may have been advanced by Lender for Taxes and Other Charges, ground rents under the Ground Lease, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Mortgaged Property, all costs of suit, together with interest thereon at such interest rate as may be awarded in any judgment obtained by Lender, as the case may be, from and after the date of any foreclosure sale until actual payment is made to Lender of the full amount due Lender, and reasonable attorneys' fees through and including all appellate levels; and/or (iii) to sell, assign, transfer and deliver the whole or, from time to time, any part of the Mortgaged Property, or any interest in any part thereof, at any private sale or at public auction permitted by law, with such demand, advertisement or notice as required by law, and on such other terms as required or permitted by law. (b) Should Lender elect to foreclose by exercise of the power of sale herein contained, Lender shall notify Trustee and shall deposit with Trustee this instrument Mortgage and such receipts and evidence of expenditures made and secured hereby as Trustee may require. (i) Upon receipt of such notice from Lender, Trustee shall cause to be recorded, mailed or delivered to Borrower such notice of default and election to sell as is then required by law and by this Mortgage. Trustee shall, without demand on Borrower, after lapse of such time as may then be required by law and after recordation of such notice of default and after notice of such sale has been given as required by law, sell the Mortgaged Property at time and place of sale fixed by it in said notice of sale, either as a mortgagewhole, or to enforce any of the covenants hereof, in separate lots or Mortgagee may, either personally parcels or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms items as Mortgagee may Trustee shall deem expedient, and collectin such order as it may determine, receive and receipt at public auction, to the highest bidder for all rentals and other income therefrom and apply cash in lawful money of the sums so received as hereinafter provided in case United States payable at the time of sale. Mortgagee is hereby further authorized Trustee shall deliver to such purchaser or purchasers thereof its good and empoweredsufficient deed or deeds conveying the property so sold, as agent but without any covenant or attorney warranty, expressed or implied. The recitals in fact, either after such deed of any matters or without such entry, to sell and dispose facts shall be conclusive proof of the Property en masse truthfulness thereof. Any person, including, without limitation, Borrower, Trustee or in separate parcels (as Mortgagee Lender, may think best)purchase at such sale and Borrower hereby covenants to warrant and defend the title of such purchaser or purchasers. If allowed by law, and all Lender, if it is the rightpurchaser, title and interest of Mortgagor therein, by advertisement or in any manner provided by may credit bid the laws outstanding amount of the jurisdiction indebtedness secured hereby toward payment of the purchase price. Borrower hereby expressly waives and right of redemption after sale that Borrower may have at the time of sale or that may apply to the sale. (ii) After deducting all costs, fees and expenses of Trustee and of this Mortgage, including costs of evidence of title in which connection with sale and reasonable Trustee's and reasonable attorneys' fees for conducting the Property is located sale, Trustee shall apply the proceeds of sale or payment of all sums expended under the terms hereof and not then repaid (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALEwith accrued interest thereon at the Default Rate), and to issue, execute and deliver a deed of conveyance, all as other sums then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said salesecured hereby in accordance herewith, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessremainder, if any, as provided to the person or persons legally entitled thereto. (iii) Trustee may postpone sale of all or any portion of the Mortgaged Property by law; public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagorby subsequently noticed sale, and all other persons claiming without further notice make such sale at the Property aforesaidtime fixed by the last postponement; or Trustee may, in its discretion, give a new notice of sale. Lender may rescind and such notice of default at any time before Trustee=s sale by executing a notice of rescission and recording the same. The recordation of such notice shall constitute a cancellation of any prior declaration of default and demand for sale and of any acceleration of maturity of the indebtedness secured hereby effected by any prior declaration or notice of default. The exercise by Lender of the right of rescission shall not constitute a waiver of any default and demand for sale, or notice of default and election to cause the said real estate to be sold, nor otherwise affect any of the Loan Documents or this Mortgage, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property rights, obligations or remedies of Lender or Trustee hereunder. Before taking title to or possession of all or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application portion of the purchase moneyMortgaged Property, Lender may order the performance of environmental assessments of the Mortgaged Property by qualified professionals, the cost of which shall borne by Borrower and secured hereby.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor Grantor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Trustee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all reasonable fees, charges, costs of advertising the Property and of making said sale, and attorneys' ’ fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against MortgagorGrantor, the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. The Beneficiary may, subject to applicable federal and state laws and regulations, institute an action of foreclosure, or take other action as the law may allow, at law or in equity, for the enforcement of this Deed of Trust, and proceed thereon to final judgment and execution of the entire amount secured hereby including costs of suit, interest and reasonable attorneys' fees. In case of any sale of the Trust Property by virtue of judicial proceedings, the Trust Property may be sold in one parcel and as an entirety or in such parcels, manner or order as the Beneficiary in its sole discretion may elect. The failure to make any tenant a party defendant to a foreclosure proceeding and to foreclose its rights will not be asserted by the Grantor as a defense in any proceeding instituted by the Beneficiary to collect the obligations secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Trust Property. Costs and expenses incurred by the Beneficiary under this Section shall become part of the Secured Indebtedness secured hereby. Proceeds realized from a foreclosure of this Deed of Trust shall be applied in accord with the provisions of the Intercreditor Agreement and Section 4 of this Article 3 hereof and, in any event, in accord with the provisions of applicable law. (a) If Beneficiary elects to have foreclosure by exercise of the power of sale granted herein: (i) Upon such election, Beneficiary or Trustee shall give such notice of an Event of Default and election to sell as may then be required by applicable law, and shall advertise the sale in the manner prescribed by applicable law. Upon the obtaining of any court approvals, expiration of such time following the advertisement of sale, and the giving of such notice of sale as may then be required by applicable law, and without the necessity of any demand on Grantor, Trustee, at the time and place specified in the notice and advertisement of sale, shall sell all or any portion of the Trust Property, upon such terms and conditions as shall be required under applicable law. Trustee may, and upon request of Beneficiary shall, from time to time postpone any sale by public announcement at the time and place noticed therefor. Any person, including Grantor, Trustee or Beneficiary, may purchase at any sale. (ii) Upon any sale, Trustee shall execute and deliver to the purchaser a deed conveying the Trust Property sold, with special warranty, and the purchaser shall be let into immediate possession. If Grantor, or its heir, executor, administrator, successor or assign, occupies the Trust Property at the time of its sale: (x) each and all shall immediately become the tenant of the purchaser, under a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rent per day based upon the value of the Trust Property, such rent to be due daily to the purchaser; (y) an action in unlawful detainer shall lie if the tenant holds over after a demand in writing for possession of the Trust Property; and (z) this agreement and the Trustee's deed shall constitute the agreement under which any such tenant's possession arose and continued. The recitals in any deed delivered by Trustee of facts, such as the occurrence of an Event of Default, the entire unpaid Indebtedness shallgiving of notice of default and notice and notice of sale, at demand that such sale be made, postponement of sale, terms of sale, sale, purchase, payment of purchase money and other facts affecting the option regularity or validity of Mortgagee (to such sale or disposition, shall be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code prima facie proof of the jurisdiction in which truth of such facts. (iii) Trustee is hereby irrevocably appointed the Property is locatedtrue and lawful attorney-in-fact of Grantor to make all necessary conveyances, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgageassignments, or to enforce any transfers and deliveries of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Trust Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), rights so-sold and to issue, execute and deliver a deed all necessary instruments of conveyance, assignment and transfer. Trustee may substitute one or more Persons with like power. Grantor hereby ratifies and confirms all as then may be provided that Trustee or any substitute shall lawfully do by law; virtue-hereof. Nevertheless, upon request by Trustee or Beneficiary, Grantor shall ratify and Mortgagee shallconfirm any sale by executing and delivering to Trustee or the purchaser all instruments requested by Trustee or Beneficiary. (b) Upon any sale made under this Deed of Trust, out whether made under or by virtue of the proceeds power of sale herein granted, judicial proceedings or avails a judgment or decree of such foreclosure and sale, Beneficiary may bid for and acquire the Trust Property by crediting the sales price (after first paying deducting the costs and retaining expenses of sale and any other sums which Trustee or Beneficiary is authorized to deduct) upon the indebtedness or other sums secured by this Deed of Trust. (c) Any sale made under this Deed of Trust, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, shall operate to divest all feesof the estate, chargesright, costs title, interest, claim and demand whatsoever, whether at law or in equity, of advertising Grantor in and to the Trust Property and of making said salerights so sold, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in at law and in equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, Grantor and all other persons claiming Persons who may at any time claim the Property aforesaidsame, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder Grantor hereby expressly waives any right to direct the order in which the Trust Property shall be sold pursuant hereto. (d) To the fullest extent permitted by law, Grantor will not at any time insist upon, plead, or in any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the Indebtedness may purchase marshaling of assets or the Property administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Deed of Trust, or any part thereofdecree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Trust Property sold; or any law, now or at any time hereafter in force, which may affect the covenants and terms or performance of this Deed of Trust; and Grantor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and it shall covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Trustee or Beneficiary, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (e) Grantor hereby requests that a copy of any Notice of Default and a copy of any Notice of Sale under this Deed of Trust be obligatory upon any purchaser mailed to Grantor at any such sale to see to the application Grantor's address for Notices as set forth in Section 2 of the purchase moneyArticle IV.

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Mortgaged Premises, or take such other action at law or in equity for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shallbalance of the Liabilities, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of this Mortgage, together with interest from the date of default at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, rate then in addition to exercising any rights it may have with respect to the Personal Property effect under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels Reimbursement Agreement plus three percent (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance3%) per annum, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, suit and attorneys' fees fees. In case of any sale of the Mortgaged Premises by judicial proceedings, the Mortgaged Premises may be sold in one parcel or in such parcels, manner or order as Mortgagee in its sole discretion may elect. Mortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, apply such proceeds in the exercise of its rights in the Mortgaged Premises or in any other security hereunder or otherwise appertaining to the IndebtednessLiabilities or any other obligation secured by this Mortgage, including all sums advanced whether by any statute, rule or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined precedent which may otherwise require said security to be marshalled in the Note), rendering the excess, if any, as provided by law; such sale or sales any manner and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors for itself and assigns of Mortgagor, and all other persons claiming the Property others as aforesaid, hereby expressly waives and releases any right to or any part benefit thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or failure to make any part thereof, and it tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser at proceeding instituted by Mortgagee to collect the Liabilities or any such deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyMortgaged Premises.

Foreclosure. Upon Lender (but without obligation so to do and without notice to or demand upon Borrower and without releasing Borrower from any obligation hereof, and without contesting the occurrence validity or amount of an Event of Default, the entire unpaid Indebtedness shallsame) shall have the right, at the option of Mortgagee (its option, to be exercised at any time that said Event of Default continues to exist), become declare all sums secured hereby immediately due and payable for all purposes without any notice and the Trustee, whether acting in person or demandby attorney-in-fact, except as required appointed by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONinstrument in writing, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition may proceed to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which sell the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidhereinbefore conveyed, or any part thereof, byat public vendue or outcry, fromat the customary place in the county where the Property is located, through to the highest bidder for cash, first giving the notice required by the laws of Missouri in respect to exercising power of sale under this Deed of Trust and any deed of trust then in effect. Trustee may postpone and change the time and place of sale of all or under Mortgagorany portion of the Property by public announcement at any time and place fixed by it in said notice of sale and from time to time and place to place thereafter, without any further posting or notice thereof, may postpone such sale in public announcement to the time and place fixed by such postponement, whether or not said place fixed by any postponement be in the same city or other place as fixed in said notice of sale. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The legal holder recital in such deed of any matters of fact or otherwise shall be conclusive proof of truthfulness thereof. Any person, including Borrower, Trustee or Lender may purchase at such sale. The proceeds of any foreclosure sale of the Indebtedness may purchase Property shall be distributed and applied in the Property following order of priority: First, on account of all costs and expenses incident to the foreclosure proceedings; Second, all other items which, under the terms hereof, constitute indebtedness secured by this Deed of Trust additional to that evidenced by the Note, with interest on such items as herein provided; Third, to interest remaining unpaid upon the Note; Fourth, to the principal remaining unpaid upon the Note; and lastly, the remainder, if any, to the person or any part thereof, and persons legally entitled thereto. Each time it shall become necessary to insert an advertisement for foreclosure and sale is not had, the Trustee shall be obligatory upon any purchaser at any such sale entitled to see to receive a fee for services and the application amount of all advertising charges from the purchase money.Borrower; and/or

Foreclosure. Upon All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of trust in accordance with the occurrence laws of an Event the State of DefaultCalifornia are hereby adopted and incorporated into this Deed of Trust by this reference and in accordance with such rights, powers and privileges: (a) The Trustee may, and upon the entire unpaid Indebtedness written request of Beneficiary shall, at with or without entry, personally or by its agents or attorneys insofar as applicable pursuant to and in accordance with the option laws of Mortgagee California: (i) cause any or all of the Mortgaged Property to be exercised at sold under the power of sale granted by this Deed of Trust or any time that said Event of Default continues to exist)the other Loan Documents in any manner permitted by applicable law. For any sale under the power of sale granted by this Deed of Trust, become immediately due Trustee or Beneficiary must record and payable for give all purposes without any notice or demand, except as notices required by law and then, upon the expiration of such time as is required by law, may sell the Mortgaged Property, and all estate, right, title, interest, claim and demand of Trustor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONand, OR OF THE INTENT TO EXERCISE SUCH OPTIONto the extent permitted by applicable law, BEING HEREBY EXPRESSLY WAIVEDmay elect to deem all of the Mortgaged Property to be real property for purposes thereof), and Mortgagee may, in addition to exercising any rights it at such time or place and upon such terms as Trustee and Beneficiary may have with respect determine and shall execute and deliver to the Personal Property under purchaser or purchasers thereof a deed or deeds conveying the Uniform Commercial Code property sold, but without any covenant or warranty, express or implied, and the recitals in the deed or deeds of any facts affecting the regularity or validity of a sale will be conclusive against all persons. In the event of a sale, by foreclosure or otherwise, of less than all of the jurisdiction in which Mortgaged Property, this Deed of Trust shall continue as a lien and security interest on the Property is located, remaining portion of the Mortgaged Property; or (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust as a mortgage; and in this connection Trustor does hereby expressly waive to the extent permitted by law its right of redemption after a mortgage foreclosure sale; or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Mortgaged Property and of all the earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to foreclose by Trustor; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note or in this instrument as a mortgageDeed of Trust, or to enforce any in aid of the covenants hereofexecution of any power herein granted, or Mortgagee mayfor any foreclosure hereunder, either personally or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Beneficiary shall select. (b) The Trustee may adjourn from time to time any sale by it made under or by agent virtue of this Deed of Trust by announcement at the time and place appointed for such sale or attorney in factsales and, enter upon except as otherwise provided by any applicable provision of law, the Trustee without further notice or publication, may make such sale at the time and take possession place to which the sale shall be so adjourned; (c) Upon the completion of any sale or sale made by the Property Trustee under or by virtue of this Section, the Trustee shall execute and may managedeliver to the accepted purchaser or purchasers a good and sufficient instrument, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedientgood and sufficient instruments, conveying, assigning and collecttransferring all estate, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest in and to the property and rights sold, but without any covenant or warranty, express or implied. The recitals in such deed of Mortgagor thereinany matters or facts shall be conclusive proof of the truthfulness thereof to the extent permitted by law. Any such sale or sales made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, by advertisement shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any manner provided and all persons claiming or who may claim the same, or any part thereof from through or under the Trustor. (d) In the event of any sale made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the entire principal of and interest on the Note and all accrued interest on the Note, and all other sums required to be paid by the Trustor pursuant to the Note and this Deed of Trust shall be due and payable, anything in the Note or in this Deed of Trust to the contrary notwithstanding. (e) The purchase money proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by the Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, shall be applied as required by applicable law. (f) Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or granted in accordance with the laws of the jurisdiction state in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Beneficiary may bid for and to issue, execute acquire the Mortgaged Property or any part thereof and deliver a deed in lieu of conveyance, all as then paying cash therefor may be provided make settlement for the purchase price by law; and Mortgagee shall, out crediting upon the indebtedness of the proceeds or avails Trustor secured by this Deed of such sale, Trust the net sales price after first paying and retaining all fees, charges, costs of advertising deducting therefrom the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder expenses of the Indebtedness, with interest from date sale and the cost of advance or expenditure at the Default Rate (as defined in action and any other sums which the Note), rendering Beneficiary is authorized to deduct under this Deed of Trust. The Beneficiary upon so acquiring the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereofthereof shall be entitled to hold, bylease, fromrent, through or under Mortgagor. The legal holder of operate, manage and sell the Indebtedness may purchase the Property or same in any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneymanner provided by applicable laws.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property ▇▇▇▇▇ ▇▇▇▇▇ Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property ▇▇▇▇▇ ▇▇▇▇▇ Project and may manage, rent or lease the Property ▇▇▇▇▇ ▇▇▇▇▇ Project or any portion thereof upon such terms as Mortgagee Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee Trustee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property ▇▇▇▇▇ ▇▇▇▇▇ Project en masse or in separate parcels (as Mortgagee Trustee may think best), and all the right, title and interest of Mortgagor Grantor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located applicable law, (MORTGAGOR GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee Trustee, to the extent permitted by applicable law, shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property ▇▇▇▇▇ ▇▇▇▇▇ Project and of making said sale, and attorneys' fees as herein provided, apply such proceeds pay to Beneficiary or the Indebtednesslegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Mortgagee Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note)Rate, rendering the excess, if any, as provided by lawthe Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against MortgagorGrantor, the heirs, successors and assigns of MortgagorGrantor, and all other persons claiming the Property ▇▇▇▇▇ ▇▇▇▇▇ Project aforesaid, or any part thereof, by, from, through or under MortgagorGrantor. The legal holder of the Indebtedness may purchase the Property ▇▇▇▇▇ ▇▇▇▇▇ Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the ▇▇▇▇▇ ▇▇▇▇▇ Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the ▇▇▇▇▇ ▇▇▇▇▇ Project, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed) title to all or any part of the ▇▇▇▇▇ ▇▇▇▇▇ Project which gives a purchaser possession of, or income from, the ▇▇▇▇▇ ▇▇▇▇▇ Project prior to a transfer of title to all or any part of the ▇▇▇▇▇ ▇▇▇▇▇ Project or (iii) cause or permit a Change in the Proportionate Ownership of Grantor (as defined in the Master Loan Agreement).

Foreclosure. Upon Mortgagee may institute an action of mortgage foreclosure against the occurrence Property, or take such other action at law or in equity for the enforcement of an Event of Defaultthis Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shallbalance of the principal debt and the Prepayment Premium, with interest thereon at the option rate stipulated in the Note to the date of default, and thereafter at the Default Rate specified in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including any sums which may have been advanced or loaned by Mortgagee (to Mortgagor after the date of this Mortgage, including Future Advances, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments or prior liens, insurance, utilities or repairs to the Property, all costs of suit, together with interest at the Default Rate on any judgment obtained by Mortgagee from and after the date of any sheriff or other judicial sale until actual payment is made of the full amount due Mortgagee. In addition, as an alternative to the right of foreclosure for the full amount secured hereby after acceleration thereof, Mortgagee shall have the right, to the extent permitted by law, to institute partial foreclosure proceedings with respect to the portion of said indebtedness so in default, as if under a full foreclosure, and without declaring the entire secured indebtedness due, and provided that if foreclosure sale is made because of default of a part of the secured indebtedness, such sale may be exercised made subject to the continuing lien of this Mortgage for the unmatured part of the secured indebtedness, and it is agreed that such sale pursuant to a partial foreclosure, if so made, shall not in any manner affect the unmatured part of the secured indebtedness, but as to such unmatured part this Mortgage and the lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this section. Notwithstanding the filing of any partial foreclosure or entry of a decree of sale therein, Mortgagee may elect at any time that said Event prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the secured indebtedness by reason of Default continues to exist), become immediately due and payable for all purposes without any notice uncured default or demand, except as required defaults upon which such partial foreclosure was predicated or by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)reason of any other defaults, and proceed with full foreclosure proceedings. It is further agreed that several foreclosure sales may be made pursuant to partial foreclosures without exhausting the right of full or partial foreclosure sale for any unmatured part of the secured indebtedness, it being the purpose to provide for a partial foreclosure sale of the secured indebtedness without exhausting the power to foreclose and to sell the Property pursuant to any such partial foreclosure for any other part of the secured indebtedness whether matured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure. All advances, disbursements and expenditures made or incurred by Mortgagee maybefore and during a foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in addition to exercising those otherwise authorized by this Mortgage or by the Act (collectively "Protective Advances"), shall have the benefit of all applicable provisions of the Act, including those provisions of the Act hereinbelow referred to: (A) all advances by Mortgagee in accordance with the terms of this Mortgage to: (i) preserve, maintain, repair, restore or rebuild the improvements upon the Property; (ii) preserve the lien of the Mortgage or the priority thereof; or (iii) enforce this Mortgage; (B) payments by Mortgagee of: (i) principal, interest or other obligations in accordance with the terms of any rights it may have senior mortgage or other prior lien or encumbrance; (ii) real estate taxes and assessments, general and special and all other taxes and assessments of any kind or nature whatsoever which are assessed or imposed upon the Property or any part thereof; (iii) other obligations authorized by this Mortgage; or (iv) with respect court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title; (C) advances by Mortgagee in settlement or compromise of any claims asserted by claimants under senior mortgages or any other prior liens; (D) reasonable and actual attorneys' and paralegals' fees and other costs incurred: (i) in connection with the foreclosure of this Mortgage; (ii) in connection with any action, suit or proceeding brought by or against Mortgagee for the enforcement of this Mortgage or arising from the interest of Mortgagee hereunder; or (iii) in preparation for or in connection with the commencement, prosecution or defense of any other action related to the Personal Property under Mortgage or the Uniform Commercial Code Property; (E) Mortgagee's fees and costs, including reasonable and actual attorneys' and paralegals' fees, arising between the entry of judgment of foreclosure and the confirmation hearing; (F) expenses deductible from proceeds of sale; and (G) expenses incurred and expenditures made by Mortgagee for any one or more of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease following: (i) if the Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon such the unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold estate under a lease or sublease, rentals or other payments required to be made by the lessee under the terms as of the lease or sublease; (iii) premiums for casualty and liability insurance paid by Mortgagee may deem expedientwhether or not Mortgagee or a receiver is in possession, if reasonably required, in reasonable amounts, and collectall renewals thereof, receive and receipt without regard to the limitation to maintaining of existing insurance in effect at the time any receiver or mortgagee takes possession of the Property; (iv) repair or restoration of damage or destruction in excess of available insurance proceeds or condemnation awards; (v) payments deemed by Mortgagee to be required for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose benefit of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided required to be made by the laws owner of the jurisdiction Property under any grant or declaration of easement, easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Property; (vi) shared or common expense assessments payable to any association or corporation in which the owner of the Property is located a member in any way affecting the Property; (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)vii) if the loan secured hereby is a construction loan, costs incurred by Mortgagee for demolition, preparation for and completion of construction, as may be authorized by the applicable commitment, loan agreement or other agreement; (viii) payments required to be paid by Mortgagor or Mortgagee pursuant to any lease or other agreement for occupancy of the Property; and (ix) if this Mortgage is insured, payments of FHA or private mortgage insurance required to keep such insurance in force. All Protective Advances shall be so much additional indebtedness secured by this Mortgage, and shall become immediately due and payable without notice and with interest thereon from the date of the advances until paid at the rate of interest payable after default under the terms of the Note. This Mortgage shall be a lien for all Protective Advances as to issue, execute subsequent purchasers and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee judgment creditors from the time this Mortgage is recorded. All Protective Advances shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds except to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessextent, if any, as provided that any of the same is clearly contrary to or inconsistent with the provisions of the Act, apply to and be included in: (1) any determination of the amount of indebtedness secured by law; this Mortgage at any time; (2) the indebtedness found due and owing to the Mortgagee in the judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or findings by the court of any additional indebtedness becoming due after such sale or sales and said deed or deeds so made shall be a perpetual barentry of judgment, both it being agreed that in law and equity, against Mortgagorany foreclosure judgment, the heirscourt may reserve jurisdiction for such purpose; (3) if right of redemption has not been waived by this Mortgage, successors and assigns computation of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder amounts required to redeem; (4) determination of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such amounts deductible from sale to see to the proceeds; (5) application of income in the purchase moneyhands of any receiver or mortgagee in possession; and (6) computation of any deficiency judgment.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be such Person’s duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, at such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all the right, title and interest of Mortgagor therein, by advertisement or in the absence of any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)such requirement, as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Lands included within the Mortgaged Property to be sold are situated; provided by law; and Mortgagee shallthat if the Lands are situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Lands included within the Mortgaged Property to be sold are situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale. Nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the rights and powers of sale granted under the preceding provisions of this Section 3.2(c), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Section 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Section 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Section 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Lands, or any part thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of Law and equity as prima facie evidence that the said statements or recitals state facts, and Grantor does hereby ratify and confirm any purchaser at and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee or such Person’s failure, refusal or inability, for any reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any Person who is then the president, or any vice president, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or such Person’s failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in Trustee’s name, place and stead, to perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Section 3.2(c), including the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee.

Foreclosure. Upon Sell or offer for sale the occurrence Property in such portions, order and parcels as Lender may determine, with or without having first taken possession of an Event same, to the highest bidder for cash at public auction. Such sale shall be made at a location designated for foreclosure sales in accordance with Chapter 244 of Defaultthe Massachusetts General Laws and all other applicable laws. Lender shall have the STATUTORY POWER OF SALE and any other right or remedies provided by law. At any such sale (i) whether made under the power herein contained, the entire unpaid Indebtedness shallUCC, at any other Legal Requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Lender to have been physically present, or to have constructive possession of, the option Property (Borrower shall deliver to Lender any portion of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become the Property not actually or constructively possessed by Lender immediately due and payable for all purposes without any notice or demand, except as required upon demand by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVEDLender), and Mortgagee may, in addition the title to exercising and right of possession of any rights it may have with respect such property shall pass to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction purchaser thereof as completely as if it had been actually present and delivered to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of purchaser at such sale, after first paying (ii) each instrument of conveyance executed by Lender shall contain a general warranty of title, binding upon Borrower, (iii) each recital contained in any instrument of conveyance made by Lender shall conclusively establish the truth and retaining all feesaccuracy of the matters recited therein, chargesincluding, costs of advertising the Property and of making said salewithout limitation, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder nonpayment of the Indebtedness, with interest from date advertisement and conduct of advance or expenditure at the Default Rate (as defined such sale in the Note)manner provided herein and otherwise by law and appointment of any successor Lender hereunder, rendering (iv) any prerequisites to the excessvalidity thereof shall be conclusively presumed to have been performed, if any(v) the receipt of Lender or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money and no such purchaser or purchasers, as provided or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, (vi) to the fullest extent permitted by law; , Borrower shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such sale or sales and said deed or deeds so made shall be a perpetual bar, bar both in at law and equity, in equity against Mortgagor, the heirs, successors and assigns of MortgagorBorrower, and against all other persons claiming or to claim the Property aforesaid, property sold or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereofBorrower, and it shall not (vii) to the extent and under such circumstances as are permitted by law, Lender may be obligatory upon any a purchaser at any such sale to see to the application of the purchase moneysale.

Foreclosure. Upon the occurrence of an Event of Default, Lender may also without notice (except as specified below) sell the entire unpaid Indebtedness shallCollateral or any part thereof in one or more parcels at public or private sale, at the option of Mortgagee (to be exercised any exchange, broker’s board or at any of Lender’s offices or elsewhere, for cash, on credit or for future delivery, at such time that said Event or times and at such price or prices and upon such other terms as Lender may deem commercially reasonable, irrespective of Default continues to exist)the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, become immediately due Lender may be the purchaser of any or all of the Collateral at any such sale and payable shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon of the Collateral sold at any such terms as Mortgagee may deem expedientpublic sale, and collect, receive and receipt for all rentals and other income therefrom to use and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may Obligations as a credit on account of the purchase the Property or price of any part thereof, and it shall not be obligatory upon any Collateral payable at such sale. Each purchaser at any such sale to see shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the application extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. ▇▇▇▇▇▇▇ agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to Pledgor of the purchase moneytime and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in Las Vegas, Nevada in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Lender arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Lender accepts the first offer received and does not offer such Collateral to more than one offeree.

Foreclosure. Upon the occurrence of an (a) If any Event of DefaultDefault shall have occurred and be continuing, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised Agent may at any time that said Event proceed to protect and enforce the payment of Default continues the Notes in accordance with the terms thereof or the rights of Agent hereunder (i) by any action at law, suit in equity or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, or (ii) by the foreclosure of this Mortgage. In any suit to exist)foreclose the Lien hereof, become there shall be allowed and included as additional indebtedness hereby secured in the decree of sale, all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Agent for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimated as to items to be expended after the entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurance with respect to title as Agent may deem reasonably necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value of the Mortgaged Property and Rents and income therefrom and the maintenance of the Lien of this Mortgage, including the fees of any attorney employed by any of Agent in any litigation or proceedings affecting this Mortgage, the Note or the Mortgaged Property, including bankruptcy proceedings, or in preparation of the commencement or defense of any proceedings or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional indebtedness hereby secured and shall be immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the IndebtednessBorrower, with interest from date of advance or expenditure thereon at the Default Rate until paid. (b) Nothing herein contained shall be construed as defined constituting Agent a mortgagee in possession in the Note)absence of the actual taking of possession of the Mortgaged Property. (c) Before taking title to or possession of all or any portion of the Mortgaged Property, rendering Agent may order the excessperformance of environmental assessments of the Mortgaged Property by qualified professionals, if any, as provided by law; such sale or sales and said deed or deeds so made the reasonable cost of which shall be a perpetual bar, both in law borne by the Borrower and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneysecured hereby.

Foreclosure. Upon Subject to Article XXI below, in the event that a court of competent jurisdiction rules that this Lease constitutes a mortgage, deed of trust or other secured financing, and subject to the availability of such remedy under applicable law, then Lessor and Lessee agree that Lessee hereby mortgages and grants to Lessor, for the benefit of the Participants, a Lien against the Lands and the Properties, for the purpose of securing all of the obligations hereunder and under the other Operative Agreements (including the payment of Capitalized Interest, Capitalized Holder Yield, Basic Rent, Supplemental Rent and the Lease Balance, Permitted Lease Investment Balance, the Nonrecourse Portion or Purchase Option Price) (collectively, the "LEASE PAYMENT OBLIGATIONS"). In each case, upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Lease Event of Default continues which is continuing, the Lessor shall have the power and authority, to exist)the extent provided by law, become to exercise the following rights and remedies: (a) To declare the Lease Payment Obligations immediately due and payable for all purposes payable; (b) With or without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)notice, and Mortgagee maywithout releasing Lessee from any obligation hereunder, to cure any default of Lessee and, in addition connection therewith, to exercising enter upon the Properties and to perform such acts and things as Lessor deems necessary or desirable to inspect, investigate, assess and protect the Properties, including any of its other rights; to appear in and defend any action or proceeding purporting to affect the Properties or the rights it may have or powers of Lessor hereunder; to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the judgment of Lessor, is prior or superior hereto, the judgment of Lessor being conclusive as between the parties hereto; to pay any premiums or charges with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is locatedinsurance required to be carried hereunder; and to employ counsel, institute proceedings accountants, contractors and other appropriate persons to assist Lessor; (c) To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage, mortgage or to enforce any obtain specific enforcement of the covenants hereofof Lessee hereunder, and Lessee agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought hereunder, Lessee waives the defense of laches and any applicable statute of limitations; (d) Lessor may foreclose the Lien in accordance with applicable laws and rules of court. Any sale conducted upon foreclosure of this Lien shall be held at the front door of the county courthouse for the County or City and County in which the Lands and Properties are located, or Mortgagee mayon the Lands, either personally or by agent at such other place as similar sales are then customarily held in such County or attorney City and County, provided that the actual place of sale shall be specified in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case notice of sale. Mortgagee Except to the extent not allowed under applicable law, the proceeds of any sale shall be applied first to the fees and expenses of the officer conducting the sale, and then to the reduction or discharge of the Lease Payment Obligations in such order as is hereby further authorized set forth in Section 12.6 of the Participation Agreement; any surplus remaining shall be paid over to Lessee or to such other person or persons as may be lawfully entitled to such surplus. At the conclusion of any foreclosure sale, the officer conducting the sale shall execute and empowereddeliver to the purchaser at the sale a certificate of purchase which shall describe the property sold to such purchaser and shall state that upon the expiration of the applicable periods for redemption, the holder of such certificate will be entitled to a deed to the property described in the certificate. After the expiration of all applicable periods of redemption, unless the property sold has been redeemed by Lessee, the officer who conducted such sale shall, upon request, execute and deliver an appropriate deed to the holder of the certificate of purchase or the last certificate of redemption, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee case may think best)be, and such deed shall operate to divest Lessee and all the persons claiming under Lessee of all right, title and interest interest, whether legal or equitable, in the property described in the deed. Nothing in this provision dealing with foreclosure procedures or specifying particular actions to be taken by Lessor or by any judicial officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by applicable law in violation of Mortgagor thereinsuch applicable laws, and any such inconsistency shall be resolved so as to retain maximum flexibility in choice of remedy by advertisement Lessor. (e) Lessor or in any manner provided its employees, acting by the laws themselves or through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of and contract to dispose of the jurisdiction in which Lands and the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, Properties or any part thereof; negotiate with governmental authorities with respect to the Properties' environmental compliance and remedial measures; contract for goods and services, byhire agents, fromemployees and counsel, through make repairs, alterations and improvements to the Properties necessary, in Lessor's judgment, to protect or under Mortgagor. The legal holder enhance the security hereof; to incur the risks and obligations ordinarily incurred by owners of property (without any personal obligation on the part of the Indebtedness receiver); and/or to take any and all other actions which may purchase be necessary or desirable to comply with Lessee's obligations hereunder and under the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.Operative

Foreclosure. Upon Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the occurrence Mortgaged Premises, or take such other action available to Mortgagee at law, equity or by Contract for the enforcement of an Event of Defaultthis Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shallbalance of the Liabilities, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of this Mortgage, together with interest from the date of default at the option Default Rate and all costs of suit and attorneys' fees. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate, or (b) the Default Rate. Without limiting the foregoing, Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due may foreclose this Mortgage and payable exercise its rights as a secured party for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon of the Liabilities which are then due and payable, subject to the continuing lien of this Mortgage for the balance not then due and payable. In case of any sale of the Mortgaged Premises by judicial proceedings, the Mortgaged Premises may be sold in one parcel or in such terms parcels, manner or order as Mortgagee in its sole discretion may deem expedientelect. Mortgagor, for itself and collectanyone claiming by, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided through or under it, hereby agrees that Mortgagee shall in case of sale. Mortgagee is hereby further authorized and empoweredno manner, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse law or in separate parcels (as Mortgagee may think best)equity, and all the rightbe limited, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees except as herein provided, apply such proceeds in the exercise of its rights in the Mortgaged Premises or in any other security hereunder or otherwise appertaining to the IndebtednessLiabilities or any other obligation secured by this Mortgage, including all sums advanced whether by any statute, rule or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined precedent which may otherwise require said security to be marshalled in the Note), rendering the excess, if any, as provided by law; such sale or sales any manner and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors for itself and assigns of Mortgagor, and all other persons claiming the Property others as aforesaid, hereby expressly waives and releases any right to or any part benefit thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or failure to make any part thereof, and it tenant a defendant to a foreclosure proceeding shall not be obligatory upon asserted by Mortgagor as a defense in any purchaser at proceeding instituted by Mortgagee to collect the Liabilities or any such deficiency remaining unpaid after the foreclosure sale to see to the application of the purchase moneyMortgaged Premises.

Foreclosure. Upon Mortgagee may institute an action of mortgage foreclosure against the occurrence Property, or take such other action at law or in equity for the enforcement of an Event of Defaultthis Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid Indebtedness shallbalance of the principal debt and the Prepayment Premium, with interest thereon at the option rate stipulated in the Note to the date of default, and thereafter at the Default Rate specified in the Note, together with all other sums due by Mortgagor in accordance with the provisions of the Note and this Mortgage, including any sums which may have been advanced or loaned by Mortgagee (to Mortgagor after the date of this Mortgage, including Future Advances, and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments on prior liens, insurance, utilities or repairs to the Property, all costs of suit, together with interest at the Default Rate on any judgment obtained by Mortgagee from and after the date of any sheriff or other judicial sale until actual payment is made of the full amount due Mortgagee. In addition, as an alternative to the right of foreclosure for the full amount secured hereby after acceleration thereof, Mortgagee shall have the right, to the extent permitted by law, to institute partial foreclosure proceedings with respect to the portion of said indebtedness so in default, as if under a full foreclosure, and without declaring the entire secured indebtedness due, and provided that if foreclosure sale is made because of default of a part of the secured indebtedness, such sale may be exercised made subject to the continuing lien of this Mortgage for the unmatured part of the secured indebtedness, and it is agreed that such sale pursuant to a partial foreclosure, if so made, shall not in any manner affect the unmatured part of the secured indebtedness, but as to such unmatured part this Mortgage and the lien thereof shall remain in full force and effect just as though no foreclosure sale had been made under the provisions of this section. Notwithstanding the filing of any partial foreclosure or entry of a decree of sale therein, Mortgagee may elect at any time that said Event prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the secured indebtedness by reason of Default continues to exist), become immediately due and payable for all purposes without any notice uncured default or demand, except as required defaults upon which such partial foreclosure was predicated or by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)reason of any other defaults, and proceed with full foreclosure proceedings. It is further agreed that several foreclosure sales may be made pursuant to partial foreclosures without exhausting the right of full or partial foreclosure sale for any unmatured part of the secured indebtedness, it being the purpose to provide for a partial foreclosure sale of the secured indebtedness without exhausting the power to foreclose and to sell the Property pursuant to any such partial foreclosure for any other part of the secured indebtedness whether matured at the time or subsequently maturing, and without exhausting any right of acceleration and full foreclosure. All advances, disbursements and expenditures made or incurred by Mortgagee maybefore and during a foreclosure, and before and after judgment of foreclosure, and at any time prior to sale, and, where applicable, after sale, and during the pendency of any related proceedings, for the following purposes, in addition to exercising those otherwise authorized by this Mortgage or by the Act (collectively "Protective Advances"), shall have the benefit of all applicable provisions of the Act, including those provisions of the Act hereinbelow referred to: (A) all advances by Mortgagee in accordance with the terms of this Mortgage to: (i) preserve, maintain, repair, restore or rebuild the improvements upon the Property; (ii) preserve the lien of the Mortgage or the priority thereof; or (iii) enforce this Mortgage, as referred to in Section 15-1302(b)(5) of the Act; (B) payments by Mortgagee of: (i) principal, interest or other obligations in accordance with the terms of any rights it may have senior mortgage or other prior lien or encumbrance; (ii) real estate taxes and assessments, general and special and all other taxes and assessments of any kind or nature whatsoever which are assessed or imposed upon the Property or any part thereof; (iii) other obligations authorized by this Mortgage; or (iv) with respect court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title, as referred to in Section 15-1505 of the Act; (C) advances by Mortgagee in settlement or compromise of any claims asserted by claimants under senior mortgages or any other prior liens; (D) reasonable and actual attorneys' and paralegals' fees and other costs incurred: (i) in connection with the foreclosure of this Mortgage as referred to in Sections 15-1504(d)(2) and 15-1510 of the Act; (ii) in connection with any action, suit or proceeding brought by or against Mortgagee for the enforcement of this Mortgage or arising from the interest of Mortgagee hereunder; or (iii) in preparation for or in connection with the commencement, prosecution or defense of any other action related to the Personal Property under Mortgage or the Uniform Commercial Code Property; (E) Mortgagee's fees and costs, including reasonable and actual attorneys' and paralegals' fees, arising between the entry of judgment of foreclosure and the confirmation hearing as referred to in Section 15-1508(b)(1) of the jurisdiction Act; (F) expenses deductible from proceeds of sale as referred to in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any Sections 15-1512(a) and (b) of the covenants hereof, Act; and (G) expenses incurred and expenditures made by Mortgagee for any one or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession more of the Property and may manage, rent or lease following: (i) if the Property or any portion thereof constitutes one or more units under a condominium declaration, assessments imposed upon such the unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold estate under a lease or sublease, rentals or other payments required to be made by the lessee under the terms as of the lease or sublease; (iii) premiums for casualty and liability insurance paid by Mortgagee may deem expedientwhether or not Mortgagee or a receiver is in possession, if reasonably required, in reasonable amounts, and collectall renewals thereof, receive and receipt for all rentals and other income therefrom and apply without regard to the sums so received as hereinafter provided limitation to maintaining of existing insurance in case of sale. Mortgagee is hereby further authorized and empowered, as agent effect at the time any receiver or attorney in fact, either after or without such entry, to sell and dispose mortgagee takes possession of the Property en masse imposed by of Section 15-1704(c)(1) of the Act; (iv) repair or restoration of damage or destruction in separate parcels excess of available insurance proceeds or condemnation awards; (as v) payments deemed by Mortgagee may think best), and all to be required for the right, title and interest benefit of Mortgagor therein, by advertisement the Property or in any manner provided required to be made by the laws owner of the jurisdiction Property under any grant or declaration of easement, easement agreement, agreement with any adjoining land owners or instruments creating covenants or restrictions for the benefit of or affecting the Property; (vi) shared or common expense assessments payable to any association or corporation in which the owner of the Property is located a member in any way affecting the Property; (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)vii) if the loan secured hereby is a construction loan, costs incurred by Mortgagee for demolition, preparation for and completion of construction, as may be authorized by the applicable commitment, loan agreement or other agreement; (viii) payments required to be paid by Mortgagor or Mortgagee pursuant to any lease or other agreement for occupancy of the Property; and (ix) if this Mortgage is insured, payments of FHA or private mortgage insurance required to keep such insurance in force. All Protective Advances shall be so much additional indebtedness secured by this Mortgage, and shall become immediately due and payable without notice and with interest thereon from the date of the advances until paid at the rate of interest payable after default under the terms of the Note. This Mortgage shall be a lien for all Protective Advances as to issue, execute subsequent purchasers and deliver a deed judgment creditors from the time this Mortgage is recorded pursuant to Section 15-1302(b)(5) of conveyance, all as then may be provided by law; and Mortgagee the Act. All Protective Advances shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds except to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excessextent, if any, as provided that any of the same is clearly contrary to or inconsistent with the provisions of the Act, apply to and be included in: (1) any determination of the amount of indebtedness secured by law; this Mortgage at any time; (2) the indebtedness found due and owing to the Mortgagee in the judgment of foreclosure and any subsequent supplemental judgments, orders, adjudications or findings by the court of any additional indebtedness becoming due after such sale or sales and said deed or deeds so made shall be a perpetual barentry of judgment, both it being agreed that in law and equity, against Mortgagorany foreclosure judgment, the heirscourt may reserve jurisdiction for such purpose; (3) if right of redemption has not been waived by this Mortgage, successors computation of amounts required to redeem, pursuant to Sections 15-1603(d)(2) and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder 15-1603(e) of the Indebtedness may purchase Act; (4) determination of amounts deductible from sale proceeds pursuant to Section 15-1512 of the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the Act; (5) application of income in the purchase moneyhands of any receiver or mortgagee in possession; and (6) computation of any deficiency judgment pursuant to Sections 15-1508(b)(2), 15-1508(e) and 15-1511 of the Act.

Foreclosure. Upon Foreclose this Mortgage by instituting a foreclosure suit in any court having jurisdiction. Borrower hereby waives all right to appraisal allowed under any Laws, which appraisal may be obtained at the occurrence option of an Event Lender; immediately upon the failure of Defaultthe Borrower to pay the indebtedness secured hereby when due, whether by demand, on acceleration pursuant to Paragraph 7.2(a) hereof, or otherwise, Lender shall have the option, in addition to and not in lieu of or substitution for all other rights and remedies provided in this Mortgage, the entire unpaid Indebtedness shallNote or any other agreement or document or provided by law, and is hereby authorized and empowered by the Borrower, to do any or all of the following: (1) Commence foreclosure proceedings against the Property through judicial proceedings or by advertisement, at the option of Mortgagee (the Lender, pursuant to the statutes in such case made and provided, and to sell the Property or to cause the same to be exercised sold at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)public sale, and Mortgagee may, in addition to exercising any rights it may have with respect convey the same to the Personal Property under purchaser in accordance with said statutes in a single parcel or in several parcels at the Uniform Commercial Code option of Lender. (2) Cause to be brought down to date an abstract or abstracts and tax histories of the jurisdiction in which Property, procure title insurance or title reports or, if necessary, procure new abstracts and tax histories. (3) Obtain a receiver to manage the Property is locatedand collect the rents, institute proceedings profits and income therefrom as set forth in Paragraph 7.2(g). ​ (4) In the event of any sale of the Property by foreclosure, through judicial proceedings, by advertisement or otherwise, apply the proceeds of any such sale in the order following to: (i) all expenses incurred for the collection of the indebtedness secured hereby and the foreclosure of this Mortgage, including reasonable attorneys' fees and disbursements, or such attorneys' fees and disbursements as are permitted by law, (ii) all sums expended or incurred by the Lender directly or indirectly in carrying out the terms, covenants and agreements of this Mortgage, the Note and the other related agreements and documents, together with interest thereon as therein provided, (iii) all accrued and unpaid interest upon the indebtedness, (iv) the unpaid principal amount of the indebtedness, and (v) the surplus, if any there be, unless a court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entrydecrees otherwise, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyBorrower.

Foreclosure. Upon Take possession of and sell the occurrence of an Event of DefaultProperty, or any part thereof requested by the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary to be exercised at sold, subject to any time that said Event Lease of Default continues to exist), become immediately due and payable for all purposes without or any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession part of the Property which the Beneficiary elects and may manage, rent or lease so advertise in accordance with Section 7-105(f) of the Real Property Article of the Annotated Code of Maryland or any portion thereof upon such terms as Mortgagee may deem expedientsubstitutions or replacements thereto, and collectin connection therewith the Grantor hereby ASSENTS TO THE PASSAGE OF A DECREE FOR THE SALE OF THE PROPERTY BY THE EQUITY COURT HAVING JURISDICTION AND (b) AUTHORIZES AND EMPOWERS THE BENEFICIARY TO TAKE POSSESSION OF AND DIRECT THE TRUSTEES TO SELL (OR IN CASE OF ANY DEFAULT OF ANY PURCHASER TO RESELL) THE PROPERTY, receive and receipt for OR ANY PART THEREOF, all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by accordance with the laws of the jurisdiction in State of Maryland or rule of court relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair such remedy. In connection with any foreclosure, the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)Trustees, and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out on behalf of the proceeds or avails of Beneficiary, may procure such saletitle reports, after first paying surveys, tax histories and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees appraisals as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagorthey deem necessary, and all other persons claiming costs and expenses incurred in connection therewith shall be payable by the Grantor. In case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property aforesaidmay be sold as an entirety or in parcels, by one sale or by several sales, as may be deemed by the Trustees to be appropriate and without regard to any right of the Grantor or any part thereofother Person to the marshalling of assets. Any sale hereunder may be made at public auction, byat such time or times, fromat such place or places, through and upon such terms and conditions and after such previous public notice as the Trustees shall deem appropriate and advantageous and as required by law. Upon the terms of such sale being complied with, the Trustees shall convey to, and at the cost of, the purchaser or under Mortgagor. The legal holder purchasers the interest of the Indebtedness may purchase Grantor in the Property so sold, free and discharged of and from all estate, title or any part thereofinterest of the Grantor, and it shall not be obligatory upon any at law or in equity, such purchaser at any such sale or purchasers being hereby discharged from all liability to see to the application of the purchase money. The proceeds of such sale or sales under this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustees and applied as follows: First, to pay all costs, charges and expenses attending the execution of this trust, of taking possession of the Property or any part thereof, or any sale made as aforesaid, including but not limited to (a) counsel fees of $2,500 to the attorneys representing the Trustees for conducting the proceedings if without contest, but if legal services be rendered to the Trustees or the Beneficiary in connection with any contested matter in the proceedings, then such other counsel fees and expenses shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper; and (b) a Trustees' commission equal to the commission allowed trustees for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all Obligations secured hereby including all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account, in such order and manner as the Beneficiary in its sole discretion may determine; and ▇▇▇▇▇▇, to pay the surplus, if any, to the Grantor or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property. Immediately upon the filing of any foreclosure proceedings under this Deed of Trust, there shall be and become due and owing by the Grantor all expenses incident to any foreclosure proceedings under this Deed of Trust and a commission on the total amount of the Obligations then due equal to one-half of the percentage allowed as commission to trustees making sales under orders or decrees of the equity court having jurisdiction, and no Person shall be required to receive only the aggregate Indebtedness then secured hereby with interest thereon to the date of payment unless the same be accompanied by a tender of such expenses, costs and commission.

Foreclosure. Upon Immediately commence an action to foreclose this Deed of Trust or to specifically enforce its provisions or any of the occurrence of an Event of Default, Obligations pursuant to the entire unpaid Indebtedness shall, statutes in such case made and provided and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Mortgagee Lender. (1) Should Lender have elected to accelerate the indebtedness secured hereby, Lender may initiate foreclosure of the Property by requesting the Trustee to effectuate a non-judicial foreclosure sale. The Trustee of this Deed of Trust shall then sell, or offer for sale, the Property at public sale to the highest bidder for cash after having first given such notice of hearing as to commencement of foreclosure proceedings and obtaining such findings or leave of court as may then be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, giving such notice and advertising the time and place of such sale in addition to exercising any rights it such manner as may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; , and Mortgagee shallupon such and any resales and upon compliance with the law then relating to foreclosure proceedings under power of sale, out to convey title to the purchaser in as full and ample manner as the Trustee is empowered. Lender shall have the right to become the purchaser at any sale held by any Trustee or substitute or successor Trustee, or by any receiver or public officer. Any Lender purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Lender upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Borrower authorizes and empowers the Trustee to sell the Property, in lots or parcels or as a whole, and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto of the proceeds or avails estate of such sale, after first paying and retaining all fees, charges, costs of advertising title then existing on the Property and bills of making sale with covenants of general warranty. Borrower binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Trustee, and agrees to accept proceeds of said sale, if any, which are payable to Borrower as provided herein. Service of any required notice or pleading by certified mail shall be completed upon deposit of such notice, postage prepaid and attorneys' fees properly addressed to each such person or entity at the address for Borrower indicated on the first page of this Deed of Trust, in a Post Office of the United States Postal Service or in an official depository under the care and custody of the United States Postal Service. The affidavit of a person knowledgeable of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. (2) Should Lender have not elected to accelerate the indebtedness secured hereby, Lender may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by directing the Trustee to proceed as herein if under a full foreclosure, conducting sale as hereinbefore provided, apply but without declaring the entire indebtedness secured by this Deed of Trust due, and provided that if said sale is made because of such proceeds default, such sale may be made subject to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder unmatured part of the Indebtednesssecured indebtedness. Such sale, if so made, shall not in any manner affect the unmatured part of the debt secured by this Deed of Trust, but as to such unmatured part, this Deed of Trust shall remain in full force as though no sale had been made. Several sales may be made without exhausting the right of sale with respect to any unmatured part of the secured indebtedness, it being the purpose and intent hereof to provide for a foreclosure and the sale of the Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are filed by Lender, all expenses incident to such proceeding, including, but not limited to, attorneys’ fees and costs, shall be paid by Borrower and secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. The Obligations and all other obligations secured by this Deed of Trust, including, without limitation, interest from date of advance or expenditure at the Default Interest Rate (as defined in the Note), rendering any prepayment charge, fee or premium required to be paid under the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both Note in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale order to see prepay principal (to the application extent permitted by applicable law), attorneys’ and trustee’s fees and any other amounts due and unpaid to Lender under the Loan Documents, may be bid by Lender in the event of the purchase moneya foreclosure sale hereunder.

Foreclosure. Upon (a) When an Event of Default shall have occurred and is continuing or the occurrence Obligations shall become due, whether at maturity, by acceleration or otherwise, Mortgagee shall have the right to foreclose the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage in accordance with the laws of the State of New York. In any suit to foreclose the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage, there shall be allowed and included as additional Obligations in the decree of sale, all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographer's charges, publication costs, and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all abstracts of title, title searches and examinations, title insurance policies, environmental review or testing of the Premises, and similar data and assurances with respect to title and the Premises' condition as Mortgagee may in its sole discretion deem necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value or condition of the Premises and the right to such fees and expenses shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. All expenditures and expenses of the nature mentioned in this Section 20(a) shall be included in the Obligations and shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate until paid. (b) In connection with any foreclosure sale permitted hereunder, Mortgagee is hereby authorized and empowered to: (i) to the extent permitted by and in accordance with the applicable provisions of law with respect to real property, sell, assign, transfer and deliver the whole or, from time to time, any part of the Premises, or any interest in any part thereof, at any private sale or by public auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Mortgagee in its sole and absolute discretion may determine (such empowerment and procedure being hereinafter referred to as the "Power of Sale"), or (ii) foreclose the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage, for such indebtedness, or such part thereof, by judicial action. With respect to the Power of Sale, Mortgagee may postpone sale of all or any portion of the Premises by announcement at the time and place of sale, and, from time to time thereafter, may further postpone such sale by announcement at the time and place fixed at the preceding postponement. Mortgagee shall deliver to the purchaser its deed or other appropriate instrument transferring title to the Premises, or the interest therein so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of any matter or act shall be conclusive proof of the truthfulness thereof. In case of any sale under this Mortgage, by virtue of judicial proceedings, Power of Sale, or otherwise, the Premises may be sold in one parcel and as an entirety or in such parcels, manner or order as Mortgagee in its sole discretion may elect. (c) If a foreclosure sale is made as to part, but not all of the Obligations, such sale may be subject to the continuing consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage for the unmatured part of the Obligations. Any sale pursuant to a partial foreclosure shall not in any manner affect the unmatured or otherwise unsatisfied part of the Obligations (and Mortgagee's rights to conduct subsequent foreclosure sales with respect thereto), but, as to such unmatured or otherwise unsatisfied part this Mortgage, the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage shall remain in full force and effect as if no foreclosure sale had been made under the provisions of this Section 20. Notwithstanding the filing of any action for partial foreclosure or entry of a decree of sale therein, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the entire Obligations by reason of the Event of Default or Events of Default upon which such partial foreclosure was predicated or by reason of any other Event of Default, and proceed with full foreclosure proceedings. (d) In any action to foreclose the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code consolidated lien of the jurisdiction in Existing Mortgages, as amended and restated by this Mortgage, including a partial foreclosure, no defense, counterclaim or setoff shall be available to Mortgagor other than one which denies the existence or sufficiency of the facts upon which the Property foreclosure action is locatedgrounded. If any defense, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgagecounterclaim or setoff, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided than one permitted by the laws of the jurisdiction preceding sentence, is raised in such foreclosure action, such defense, counterclaim or setoff shall be dismissed; provided, however, if such defense, counterclaim or setoff is based on a claim which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)could be tried in an action for money damages, and to issue, execute and deliver a deed of conveyance, all as then such claim may be provided by law; and Mortgagee shall, out brought in a separate action which shall not thereafter be consolidated with the foreclosure action. The bringing of any such separate action for money damages shall not be deemed to afford any grounds for staying the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate foreclosure action. (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaide) Mortgagee, or any part nominee of Mortgagee, may be a purchaser of the Premises or a portion thereof or any interest therein at any sale thereof, by, from, through or under Mortgagor. The legal holder of and may apply to the Indebtedness may purchase the Property price all or any part thereofof the Obligations in lieu of payment in cash of the amount of such Obligations applied. Any such purchaser shall, upon any such purchase, acquire good title to the properties so purchased, free of the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage to the extent of the amount of Obligations so applied, if less than all, and it shall not be obligatory upon free in any purchaser at any such sale to see to the application event of the purchase moneyall rights of redemption in Mortgagor.

Foreclosure. Upon the occurrence of an Event of Default, Lender shall ----------- have the entire unpaid right to foreclose the lien hereof in accordance with the Illinois Mortgage Foreclosure Act, Ill. Rev. Stat. ch. 110, para. 15-1101 (1987), 735 ILCS 5/15-1101 (1992), et seq. (the "Act") and to exercise any other remedies of -- --- Lender provided in the Note, this Mortgage, the other Loan Documents, or which Lender may have at law, in equity or otherwise. In any suit to foreclose the lien hereof, there shall be allowed and included as additional Indebtedness shallin the decree of sale, at the option all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee Lender for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, costs (which may be estimated as to items to be exercised expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurance with respect to title as Lender may deem reasonably necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value of the Premises, and any time that said Event other expenses and expenditures which may be paid or incurred by or on behalf of Default continues Lender and permitted by the Act to exist)be included in such decree. All expenditures and expenses of the nature mentioned in this Paragraph, become and such other expenses and fees as may be incurred in the protection of the Premises and rents and income therefrom and the maintenance of the lien of this Mortgage, including the fees of any attorney employed by Lender in any litigation or proceedings affecting this Mortgage, the Note or the Premises, including probate and bankruptcy proceedings, or in preparation of the commencement or defense of any proceedings or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional Indebtedness and shall be immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the IndebtednessBorrower, with interest from date of advance or expenditure thereon at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase moneyuntil paid.

Foreclosure. (a) Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, a default; (i) Trustee is authorized and empowered and it shall be Trustee's special duty at the option request of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, Agent to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Properties, or any part thereof, byas an entirety or in parcels as Agent may elect, fromat such place or places and otherwise in the manner and upon such notice as may be required by law or, through in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or under Mortgagorsubstitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. As to those Mortgaged Properties located in the State of California (or within the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby), Trustee is requested, authorized and empowered to record a written notice of default and election to sell and, after a lapse of such time as is required by law, following recordation of such notice, give a notice of sale as required by law and sell such Mortgaged Properties at the time and place of sale fixed in such notice to the highest bidder for cash. Trustee shall deliver to such purchaser or purchasers thereof a trustee's deed conveying the property so sold, which shall not contain any covenant or warranty, express or implied. The legal holder recitals in such deed of any matters or facts shall be conclusive proof of the Indebtedness truthfulness thereof. A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW AGENT OR TRUSTEE TO SELL THE MORTGAGED PROPERTIES WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE.; (ii) Commence an action to foreclosure this Mortgage; and/or (iii) Exercise all other rights and remedies provided herein, in this Mortgage or any other Loan Document or other document or agreement now or hereafter securing all or any portion of the secured indebtedness, or otherwise as provided by applicable law. (b) Upon the occurrence of a default, Agent may purchase exercise its rights of enforcement with respect to the Collateral under the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, be sold, as a whole or in parts, together or separately (including where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Trustee or his successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Agent as to the occurrence of an event, such as an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Trustee, Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.

Foreclosure. Upon (a) The Pledgors hereby expressly and irrevocably agree that upon the occurrence of an Event of Default, the entire unpaid Indebtedness shallPledgee may instruct the Executor in terms of Article 204 of the Law, in order for the Executor to proceed with the execution of the Securities Pledge by means of the extrajudicial sale of the Securities, for the purpose of obtaining the payment of the Secured Obligations, according to the following rules: 1. The Pledgee shall notify the existence of an Event of Default to the Executor and the Pledgors, by means of a notice (the “Default Notice”), that shall be made in writing and clearly describe: (i) the Event of Default that has occurred; (ii) the term for the fulfillment of the obligation underlying such Event of Default; (iii) the outstanding amount that is required to be paid for; (iv) that the extrajudicial sale of the Securities will be carried out in the event that the Pledgors do not deliver to the Pledgee the outstanding amount or the document evidencing that the term for the fulfillment of the corresponding Secured Obligation has been extended or its novation has occurred or the evidence of its delivery to the Pledgee, as applicable; and (v) the specific instructions of the Pledgee for the Executor to proceed with the extrajudicial sale of the Securities. 2. The Pledgors may oppose to the sale by delivering the outstanding amount of the corresponding Secured Obligation, the evidence of payment in full of such Secured Obligation and/or the document evidencing that the term for the fulfillment of the corresponding Secured Obligation has been extended or that its novation has been agreed, or the evidence of its delivery to the Pledgee. 3. In the event that the Pledgors may not reliably prove, within the Business Day following to the date on which they received the Dafault Notice, the payment, novation or extension of the corresponding Secured Obligation, as provided above, the Executor shall proceed with the extrajudicial sale, with no need of further procedure or requirement, at a market value, of all or any part of the option Securities necessary to pay in full the Secured Obligations, the proceeds of Mortgagee (such sale shall be delivered in payment to the Pledgee. 4. The foreclosure procedure of the Securities Pledge described above may be exercised suspended at any time before the sale of all the Shares has been perfected, by means of a reliable notice delivered by the Pledgee to the Executor, stating that said Event the Pledgors have complied, to the Pledgees’ satisfaction, of Default continues any and all Secured Obligations or the ones derived for them in terms of this Agreement, as applicable. In the event that the sale of the Securities is made in portions, the suspension will be effective upon such portions of Securities that have not been sold at the time on which the corresponding notice is received. 5. In the event that the Pledgors have not proved to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)the Pledgee the fulfillment of the Secured Obligations in the referred term, and Mortgagee mayin order to carry out the extrajudicial sale of the Securities, in addition to exercising any rights it may have with respect the Administrator shall deliver the Securities subject to the Personal Property under sale to the Uniform Commercial Code Executor, within the Business Day following the reception of the jurisdiction in which Default Notice without the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any Pledgors proving the fulfillment of the covenants hereofSecured Obligation. For such purposes and as needed, or Mortgagee maythe Administrator shall transfer the Securities to the Executor. According with the foregoing, either personally or by agent or attorney in fact, enter upon and take possession each of the Property Pledgors hereby expressly and may manageirrevocably agrees, rent or lease consents and instructs the Property or any portion thereof upon such Administrator to carry out the transfer of the Securities in favor of the Executor in terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply of this Agreement. 6. The proceeds of the sums so received as hereinafter provided extrajudicial sale of the Securities shall be immediately distributed by the Executor in case of sale. Mortgagee is hereby further authorized and empoweredthe following order, as agent or attorney in fact, either after or without such entry, to sell and dispose per the instructions of the Property en masse Pledgee in such regard, with no need of further notice, requirement or resolution of judicial or extrajudicial instruction of any nature in separate parcels such regard: (as Mortgagee may think best), and i) for the payment of all the righttaxes, title fees, liens, deductions or retentions caused by or derived from this Agreement or the extrajudicial foreclosure procedure of the Securities Pledge; (ii) for the payment of reasonable and interest of Mortgagor therein, by advertisement or in any manner provided documented expenses and fees incurred by the laws Executor and/or the Administrator or the Pledgee, caused by or due to the guard and sale of the jurisdiction Securities, including, without limitation, any expenses, fees or costs charged by or incurred by the Executor (which shall be reasonable, duly evidenced and according to the daily practice in which Mexico for such type of transactions) and costs and fees of legal advisors; (iii) the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)outstanding balance, and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out for the payment in full of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder Secured Obligations in terms of the Indebtedness, with interest from date of advance or expenditure at Purchase Agreement and this Agreement; (iv) the Default Rate (as defined in the Note), rendering the excessremains, if any, shall be delivered to the Pledgors; and (v) in the event that a portion of the Securities may not be sold by the Executor for the payment in full of the Secured Obligations, as provided foreclosure of the Securities Pledge, the Executor shall deliver such Securities to the Pledgors. (b) In no case shall the Pledgee or the Executor be responsible for the loss or decrease that may occur with regards to the Securities as a result of acts carried out in terms of this Agreement. (c) The failure by the Pledgee to exercise its rights in terms of this Agreement, shall in no event be considered as a waiver to such rights, nor the singular or partial exercise by the Pledgee of any rights hereunder shall exclude any other right, authority or privilege. (d) The Pledgors agree that the Pledgee and the Administrator shall have no liability with regards to any of the acts of the Executor in connection with this Agreement. (e) Within the limits of any applicable law; , the Pledgors shall take any and all actions and/or initiate any and all proceedings that may be necessary or convenient to facilitate the execution and transfer of the Securities. The Pledgors further agree to do or cause to be done all such other acts as may be necessary or convenient to expedite such sale or sales of all or any portion of the Securities, and said deed to execute and deliver such documents and take such other action in order to carry out such sale may be in compliance with applicable law, including without limitation (i) to carry out or deeds so made assist the Pledgee or any other Person that the Pledgee may authorize to carry out any procedure to obtain, or (ii) to obtain any authorization required to be granted by any Governmental Authority in terms of any applicable law, in order to carry out such sale or sales of the Securities or any portion thereof. No action implying a cost or expense to the Securities shall be a perpetual bartaken, both in law and equity, against Mortgagor, unless the heirs, successors and assigns of Mortgagor, and all other persons claiming Pledgee has previously delivered the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale amounts corresponding to see to the application of the purchase moneyits execution.

Foreclosure. Upon the occurrence and during the continuance of an Event of a ----------- Default, the entire unpaid Indebtedness shall, Trustee or his or her successor or substitute is authorized and empowered and it shall be his or her special duty at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code request of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction Administrative Agent to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, actions necessary to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, bysituated in the State of Texas in accordance with the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by the Trustee hereunder may be of the entire Mortgaged Property, fromas an entirety, through or under Mortgagorin such parcels as the Administrative Agent may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The legal holder sale by the Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Secured Indebtedness may purchase and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Property but the Administrative Agent shall have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. After each sale, the Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of Grantor, conveying the Property so sold to the purchaser or any part thereofpurchasers in fee simple with general warranty of title, and it shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be obligatory upon responsible for the application thereof. The power of sale granted herein shall not be exhausted by any purchaser at sale held hereunder by the Trustee or his or her substitute or successor, and such power of sale may be exercised from time to time and as many times as the Administrative Agent may deem necessary until all of the Mortgaged Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of the Administrative Agent, such sale shall not exhaust the power of sale hereunder and the Administrative Agent shall have the right to see cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds given by the Trustee or any successor or substitute appointed hereunder as to nonpayment of the Secured Indebtedness, or as to the application occurrence of any Default, or as to the Administrative Agent having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the purchase moneyproperties to be sold having been duly given, or as to the refusal, failure or inability to act of the Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by the Administrative Agent or by such Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee or his or her successor or substitute may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustee or his or her successor or substitute.

Foreclosure. Upon (a) In the occurrence case of an Event of Defaulta foreclosure sale or pursuant to any order in any judicial proceeding or otherwise, the entire unpaid Indebtedness shallMortgaged Property may be sold as an entirety in one parcel (or as one integrated unit) or separate parcels (or one or more of the interests comprising the Mortgaged Property separately from the others) in such manner or order as the Mortgagee, in its sole and absolute discretion, may elect. (b) The Mortgagee may adjourn from time to time any foreclosure sale to be made under or by virtue of this Mortgage by announcement at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist), become immediately due and payable place appointed for all purposes without any notice such sale or demandfor such adjourned sale or sales and, except as required otherwise provided by law any applicable provision of law, the Mortgagee, without further notice or publication, may prosecute such sale in court at the time and place to which the same shall be so adjourned as the same may be so ordered. (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTIONc) Upon the completion of any foreclosure sale, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), an officer of any court empowered to do so shall execute and Mortgagee may, in addition to exercising any rights it may have with respect deliver to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as accepted purchaser or purchasers a mortgagegood and sufficient instrument, or to enforce any of the covenants hereofgood and sufficient instruments, or Mortgagee maygranting, either personally or by agent or attorney in factconveying, enter upon assigning and take possession of the Property and may managetransferring all estate, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest in and to the property and rights sold. (d) Upon any sale made under or by virtue of the foreclosure of this Mortgage, the Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums that the Mortgagee is entitled to receive under the Obligations, together with interest thereon. (e) No recovery of any judgment by the Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of the Mortgagor therein, by advertisement or shall affect in any manner provided by or to any extent the laws lien of this Mortgage upon the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Mortgaged Property or any part thereof, and it shall not be obligatory upon or any purchaser at any such sale to see to the application liens, rights, powers or remedies of the purchase moneyMortgagee hereunder, but such liens, rights, powers and remedies of the Mortgagee shall continue unimpaired. (f) The proceeds of any sale made under or by virtue of this Section 15 shall be applied as follows:

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (Beneficiary may request Trustee to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED)proceed with foreclosure, and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee event Trustee is hereby further authorized and empowered, as agent or attorney in factand it shall be his duty, either after or without upon such entryrequest of Beneficiary, and to the extent permitted by applicable Law, to sell and dispose all or any part of the Mortgaged Property en masse at one or more sales, as an entirety or in separate parcels (parcels, at such place or places and otherwise in such manner and upon such notice as Mortgagee may think best)be required by applicable Law, and all the right, title and interest of Mortgagor therein, by advertisement or in the absence of any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE)such requirement, as Trustee and/or Beneficiary may deem appropriate, and to issuemake conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, execute and deliver a deed of conveyanceat the courthouse door of, all or at such other place as then may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided by law; and Mortgagee shallthat if the Land is situated in more than one county (or judicial district), out such sale of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaidMortgaged Property, or any part thereof, by, from, through may be made in any county (or under Mortgagor. The legal holder judicial district) wherein any part of the Indebtedness Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other than as required by applicable Law in effect at the time of such sale. Any such sale may purchase be as a whole or in such parcels as Trustee may select. After such sale, Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by Grantor. Sale of a part of the Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Subsection 3.2(c), if default is made in the payment of any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the same terms, at the same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and without affecting in any way the power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Obligation (except as to any proceeds of any sale which Beneficiary may apply as a prepayment on the Obligation) or the Liens securing payment of the Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the Subject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or any part thereof, along with the Land, or any part thereof, included within the Mortgaged Property all as a unit and it as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall not be obligatory upon taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any purchaser at and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to see to the application perform any of the purchase moneytrusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may appoint, in writing, a substitute trustee, who shall thereupon succeed to all the estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of Beneficiary by any person who is then the president, or any vice president, or the cashier or secretary, or branch manager, or a senior representative, or any other authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and stead, ▇▇ ▇erform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Subsection 3.2(c), including, without limitation, the posting and filing of any notices, the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any such agent and attorney-in-fact shall be valid, lawful and binding as if done or performed by Trustee. Wherever herein the word ATrustee@ is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in question.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee (to be exercised at any time that said Event of Default continues to exist)Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law law, (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), ) and Mortgagee may, may in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, ; Mortgagee may institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, hereof or Mortgagee may, either personally or by agent or attorney in factfact and without impairing its right to foreclose this instrument, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the laws of the jurisdiction in which the Property is located (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shallmay institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage or to enforce any of the covenants hereof, in accordance with and subject to applicable New York law. Mortgagor hereby waives any right it may have to require that the Property be sold as separate tracts or units if Mortgagee shall institute an action to foreclose this instrument and agrees that, out of the proceeds or avails of such sale, after there may be first paying and retaining paid all fees, charges, charges and costs of advertising the Property and of making said sale, sale and attorneys' fees as herein provided, apply such proceeds to and then paid the outstanding balance of the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure of such sums at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; ) until paid. Any such sale or sales and said deed or deeds so made or given in consequence of such foreclosure shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, its successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money.