Common use of Mortgagee's Power of Enforcement Clause in Contracts

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and without regard to the solvency or insolvency of any Person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to may (i) immediately sell the Mortgaged Property Property, either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial actionor other action permitted by applicable law. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, Mortgage may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities Obligations secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (to the extent permitted by applicable law) (the provisions for the appointment of a receiver and assignment of rents Rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents Rents, when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities Obligations or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph subsection and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, Mortgage may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Loan hereby secured are is made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights rights, privileges and privileges obligations of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and without regard to the solvency or insolvency of any Person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured financial accommodations set forth in the Deferral Agreement are made) for the benefit of Mortgagee Mortgagee, Agent and the other Secured PartiesFunds, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Loan, hereby secured are is made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee Subject to the full extent permitted by rights of the State lawIndenture Trustee under the Indenture, the terms of the Existing Letter of Credit Agreements and thereuponthe terms of the Credit Agreement, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and without regard to the solvency or insolvency occurrence of any Person liable for Event of Default, Mortgagee may proceed by any appropriate judicial or non-judicial action or proceeding to (a) enforce payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities Secured Obligations in accordance with the Loan Documents to which Mortgagor is a party, (b) declare the entire balance of any or other sums secured all of the Secured Obligations to be immediately due and payable without presentment, demand, protest or notice of any kind (all of which are hereby expressly waived by Mortgagor), (c) enforce performance of any term of this Mortgage or any deficiency of the other Loan Documents to which Mortgagor is a party, (d) enforce any other rights of Mortgagee with respect to the Secured Obligations, the Property or any other security for the Secured Obligations, (e) foreclose this Mortgage and sell, or cause the sale of, the Property, as an entirety or in separate parts, pursuant to any power of sale now or hereafter permitted by law, or pursuant to the judgment, order or decree entered of any court of competent jurisdiction, (f) to the extent permitted by law, pursue the partial foreclosure of this Mortgage for any part of the Secured Obligations then due and payable, subject to the continuing encumbrance of this Mortgage as security for the balance of the Secured Obligations not then due, (g) advance sums, in an amount to be determined by Mortgagee in its sole discretion, to satisfy any or all of Mortgagor's obligations under the Loan Documents to which Mortgagor is a party, or (h) pursue any other rights, powers and remedies available to Mortgagee, at law or in equity, in connection with the Secured Obligations, the Property or any other security for the Secured Obligations. Mortgagee shall be entitled to collect from Mortgagor all costs, charges and expenses, including reasonable attorneys' fees and expenses, incurred in connection with the exercise of any of the foregoing remedies, even if redemption is had by Mortgagor after foreclosure proceedings have begun. After the occurrence of any Event of Default, Mortgagee may pursue any or all such actions or proceedings, at Mortgagee's option, separately or concurrently and in such foreclosure order as Mortgagee may desire, either with or enforcement proceedingswithout entry or taking possession and whether or not all or any part of the Secured Obligations shall have been declared to be immediately due and payable or shall otherwise be due. Upon After the occurrence of any Event of Default, Mortgagee may pursue any and all such actions or at any time after the filing of a suit proceedings without prejudice to Mortgagee's right thereafter to foreclose this Mortgage and without prejudice to any right of Mortgagee thereafter to proceed by any other action or proceeding to enforce any or all rights, powers and remedies of Mortgagee with respect to the Secured Obligations, the Property or any other security for the Secured Obligations, even if the basis for any such subsequent action or proceeding is an Event of Default which existed at the time such earlier action or proceeding was commenced. Lenders have granted to Mortgagee the express and exclusive authority to enforce this Mortgage. Lenders agree to cooperate with, the court in which such suit is filed shall have and give their full power to enter an order placing assistance to, Mortgagee in possession connection with its enforcement of the Mortgaged Property with the same power granted to a receiver Mortgage pursuant to this subparagraph and Section 2.2 including, without limitation, assigning any Revolving Loan Notes or Auction Notes then held by such Lenders to the Mortgagee in connection with all other rights and privileges the foreclosure of a mortgagee-in-possession under applicable State lawthe Mortgage. Section 2.3.

Mortgagee's Power of Enforcement. It 3.3.1 If an Event of Default shall have occurred, Mortgagee may, but shall not be lawful for Mortgagee to (i) immediately obligated to, sell the Mortgaged Property either or any part of the Mortgaged Property at public sale or sales before the door of the courthouse of the county in whole which the Mortgaged Property or in separate parcelsany part of the Mortgaged Property is situated, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by highest bidder for cash, in order to pay the State lawindebtedness secured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, and thereuponall expenses of the sale and of all proceedings in connection therewith, to make including reasonable attorneys' fees actually incurred, after advertising the time, place and execute to any purchaser(sterms of sale once a week for four (4) thereof deeds of conveyance pursuant to applicable law or weeks immediately preceding such sale (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and but without regard to the solvency or insolvency number of days) in a newspaper in which Sheriff's sales are advertised in said county. At any Person liable for payment of the Liabilities secured herebysuch public sale, Mortgagee may, but shall not be obligated to, execute and without regard deliver to the then value purchaser a conveyance of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities Mortgaged Property in fee simple, with full warranties of title (or other sums secured without warranties if Mortgagee shall so elect) and to this end, Mortgagor hereby or any deficiency decree entered constitutes and appoints Mortgagee the agent and attorney-in-fact of Mortgagor to make such sale and conveyance, and thereby to divest Mortgagor of all right, title, interest, equity and equity of redemption that Mortgagor may have in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit and to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with and to vest the same power granted to a receiver pursuant to this subparagraph in the purchaser or purchasers at such sale or sales, and with all other rights the acts and privileges doings of a mortgageesaid agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon Mortgagor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency or otherwise, are granted as cumulative of the other remedies provided hereby or by law for collection of the indebtedness secured hereby and shall not be exhausted by one exercise thereof but may be exercised until full payment of all indebtedness secured hereby. In the event of any such foreclosure sale by Mortgagee, Mortgagor shall be deemed a tenant holding over and shall forthwith deliver possession under to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable State lawto tenants holding over.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, Mortgage may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Loan hereby secured are is made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-in- possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of salethe STATUTORY POWER OF SALE, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, Mortgage may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Loan hereby secured are is made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It If an Event of Default shall have occurred and be lawful for continuing the Mortgagee may, at its sole option, either with or without entry or taking possession as hereinabove provided or otherwise proceed by suit or suits at law or in equity or by any other appropriate proceeding or remedy (a) to enforce payment of the Note or the performance of any term hereof or any other right (ib) immediately sell the Mortgaged Property either in whole to foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, as prescribed by the State lawMortgaged Property, under power the judgment or decree of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law a court or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court courts of competent jurisdiction, mayand (c) to pursue any other remedy available to it, all as the Mortgagee shall deem most effectual for such purposes. Mortgagee may institute an action to foreclose this mortgage against the mortgaged property or take such other action at law or in equity for the enforcement of this 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 balance of the principal debt, with interest at the rate stipulated in the note to the date of default, and, thereafter, at once a rate that shall be 6% higher than the rate in the note at the time of default, together with all other sums due by Mortgagor in accordance with the provisions of the note and this mortgage, including all sums that may have been lent by Mortgagee to Mortgagor after the date of this mortgage, and all sums that may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments on prior liens, or insurance or repairs to the mortgaged property, and all costs of suit, together with interest at such rate on any judgment obtained by Mortgagee from and after the date of any foreclosure sale until actual payment is made of the full amount due Mortgagee and of an attorneys' fees for collection that shall be 2% of the total of the foregoing sums but not less than $5000; or Mortgagee may foreclose only as to the sum past due with interest and costs, as above provided, without injury to this mortgage or the displacement or impairment of the remainder of the lien thereof, and, at such foreclosure sale, the mortgaged property shall be sold subject to all remaining items of indebtedness; and Mortgagee may again foreclose, in the same manner, as often as there may be any sum past due; or Mortgagee may enter into possession of the mortgaged property with or without legal action and by force, if necessary. Mortgagee may then collect therefrom all rentals (which term shall also include sums payable for use and occupation) and, after deducting all costs of collection and administration expenses, apply the net rentals to any or all of the following in such order and amounts as Mortgagee, in Mortgagee's sole discretion, may elect: the payment of taxes, water and sewer rents, charges and claims, insurance premiums, and all other carrying charges; the maintenance, repair, or restoration of the mortgaged property; and on account and in reduction of the principal or interest, or both, hereby secured. In and for that purpose, Mortgagor hereby assigns to Mortgagee all rentals due and to become due under any lease or leases or rights to use and occupation of the mortgaged property hereafter created, as well as all rights and remedies provided in such lease or leases or at any time thereafterlaw or in equity for the collection of the rentals. Mortgagee shall be entitled to the appointment of a receiver of all the rents, either before or after saleissues, and to profits, as a matter of strict right, regardless of the extent permitted by value of the State law without notice, mortgaged property and without requiring bond, and without regard to the solvency or insolvency of any Person Mortgagor and other persons liable for payment of to pay such indebtedness. Mortgagor hereby specifically waives the Liabilities secured hereby, and without regard right to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for object to the appointment of a receiver as aforesaid and assignment of rents being hereby expressly consents that such appointment shall be made as an express condition upon which admitted equity and that the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power same may be done without notice to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemptionMortgagor. The receiverMortgagee shall take action either by proceedings or by the exercise of its powers with respect to entry or taking possession, out of as the Rents when collected, Mortgagee may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State lawdetermine.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee After the occurrence of any Event of Default, Mortgagee, at its option, may proceed by any appropriate action or proceeding to (ia) immediately enforce payment of the Indebtedness pursuant to the Loan Documents, (b) enforce performance of any term of this Mortgage or any of the other Loan Documents, (c) enforce any other rights of Mortgagee with respect to the Indebtedness or the Mortgaged Property, (d) foreclose this Mortgage and sell the Mortgaged Property either in whole Property, as an entirety or in separate lots or parcels, as prescribed by under the State law, under power judgment or decree of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and (e) to the extent permitted by law, pursue the State law without noticepartial foreclosure of this Mortgage for any part of the Indebtedness then due and payable, subject to the continuing encumbrance of this Mortgage as security for the balance of the Indebtedness not then due, and (f) pursue any other right, power or remedy available to Mortgagee at law or in equity. Mortgagee may pursue any and all such actions or proceedings, at Mortgagee's option, either with or without requiring bondentry or taking possession and whether or not the Indebtedness or any part thereof shall have been declared to be immediately due and payable or shall otherwise be due. Mortgagee may pursue any and all such actions or proceedings without prejudice to Mortgagee's right thereafter to foreclose this Mortgage or to bring any other action or proceeding to enforce Mortgagee's rights, powers and without regard remedies with respect to the solvency Indebtedness or insolvency of any Person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due whether or thereafter accruing, and may make and pay not the basis for any reasonably necessary repairs to any and all portion(s) such subsequent action or proceeding shall be a default or Event of Default existing at the Mortgaged Property, and may pay all time such earlier action or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State lawproceeding was commenced.

Mortgagee's Power of Enforcement. It (a) If an Event of Default occurs and is continuing, Mortgagee shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcelsentitled, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee upon and subject to the full extent permitted by terms and conditions of the State lawCredit Agreement, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, if and to the extent permitted by applicable legal requirements, to prepare and record on its own behalf a written declaration of default and demand for sale to cause the State law without noticeMortgaged Property to be sold to satisfy the obligations hereof. (b) After the lapse of such time as may then be required by applicable legal requirements following the recordation of such written declaration, and notice of sale having been given as then required by applicable legal requirements, Mortgagee without requiring bonddemand on Mortgagor, shall, if and without regard to the solvency or insolvency of any Person liable for payment of the Liabilities secured herebyextent permitted by applicable legal requirements, and without regard to the then value of sell the Mortgaged Property or any portion thereof at the occupancy thereof time and place fixed by it in said notice and at the place designated by applicable legal requirements, either as a homesteadwhole or in separate parcels and in such order as it may determine, appoint a receiver (at public auction to the provisions highest bidder, for cash in lawful money of the United States payable at the time of sale. Mortgagee may, for any cause it deems expedient, postpone the sale of all or any portion of said property until it shall be completed and, in every case, notice of postponement shall be given by public announcement thereof at the time and place last appointed for the appointment sale and from time to time thereafter Mortgagee may postpone such sale by public announcement at the time fixed by the preceding postponement. Mortgagee shall execute and deliver to the purchaser its deed, bill of a receiver sale, or other instrument conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of conveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. Any Person, including Mortgagee, may bid at the sale. (c) To the extent permitted by applicable legal requirements, after deducting all actual, documented out-of-pocket costs, fees and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit expenses of Mortgagee and of this Mortgage, including, without limitation, actual, out-of-pocket costs of evidence of title and reasonable out- of-pocket attorneys’ fees and other reasonable legal expenses of Mortgagee in connection with a sale, Mortgagee shall apply the other Secured Partiesproceeds of such sale to payment of all Obligations not then repaid, with power accrued interest at the rate applicable to collect overdue principal set forth in the Rents, due and Credit Agreement to become due, during such foreclosure or enforcement suit the payment of all other sums then secured hereby and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liensremainder, if any, and taxes, assessments, water and other utilities and insurance, then due to the Person or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State lawPersons legally entitled thereto.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and without regard to the solvency or insolvency of any Person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are Payment Deferral is made) for the benefit of Mortgagee and the other Secured PartiesFunds, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It (a) If an Actionable Default occurs and is continuing, Mortgagee for the benefit of the Secured Parties shall be lawful entitled, at its option and in its sole and absolute discretion, to institute a proceeding or proceedings for Mortgagee to (i) immediately sell the complete foreclosure of this Mortgage in which case the Mortgaged Property either or any interest therein may be sold for cash or upon credit in whole one or more parcels or in separate several interests or portions and in any order or manner in accordance with the laws of the jurisdiction in which such Mortgaged Property is located, and sell for cash or upon credit the Mortgaged Property or any part thereof and all estate, claim, demand, right, title and interest of Mortgagor therein and rights of redemption thereof, pursuant to the provisions contained herein or as otherwise permitted in accordance with the laws of the jurisdiction in which such Mortgaged Property is located, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent may be required or permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds laws of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial actionthe State. The court in which any proceeding is pending Mortgagee for the purpose benefit of foreclosure or enforcement the Secured Parties may require Mortgagor to pay monthly in advance to Mortgagee for the benefit of this Mortgagethe Secured Parties, or any other court of competent jurisdictionreceiver appointed to collect the Rents, may, at once or at any time thereafter, either before or after sale, the fair and to reasonable rental value for the extent permitted by the State law without notice, use and without requiring bond, and without regard to the solvency or insolvency occupation of any Person liable for payment portion of the Liabilities secured hereby, Mortgaged Property occupied by Mortgagor and without regard require Mortgagor to the then value vacate and surrender possession to Mortgagee of the Mortgaged Property or the occupancy thereof as to such receiver and, in default thereof, evict Mortgagor by summary proceedings or otherwise. It shall be a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs precedent to any and all portion(s) of the Mortgaged Property, and may pay all sale or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession transfer of the Mortgaged Property with or any part thereof to any purchaser or transferee, that such purchaser or transferee enter into an assumption agreement substantially in the same power granted form of the assumption and adoption dated May 9, 2005 which is one of the Crest Settlement Documents unless, at the time of each such transfer, Cheniere or any of its direct or indirect affiliates, joint ventures, and subsidiaries that are involved in the LNG business have under contract at one or more LNG facilities it retains, the right and obligation to process and receive a receiver pursuant tariff for processing at least one Bcf of gas per day, for a period of at least five years following such transfer of assets. To the extent any purchaser or transferee is required to this subparagraph and with all other rights and privileges enter into any such assumption agreement, it shall be assigned the benefits of a mortgagee-in-possession under applicable State lawthe Crest Cheniere Indemnity.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, and without requiring bond, and without regard to the solvency or insolvency of any Person liable for payment of the Liabilities secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans hereby secured are made) for the benefit of Mortgagee and the other Secured Parties, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of receiver shall apply the Rents when collected, may pay reasonable costs incurred collected in the management and operation of the Mortgaged Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Property, and may pay all or any part of the Liabilities or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedingsaccordance with applicable State law. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property Property, either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage Instrument by judicial action. Mortgagee may become the purchaser at any such foreclosure sale if it is the highest bidder. The court in which any proceeding is pending for the purpose of sale under or foreclosure or enforcement of this Mortgage, Instrument if such remedy is taken or any other court of competent jurisdiction, jurisdiction may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured herebySecured Obligations, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Secured Obligations hereby secured are made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure suit or enforcement suit proceeding for such sale and the full statutory period of redemption redemption, notwithstanding any redemption. The receiver, out of the Rents Rents, when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property or the Personal Property, and may pay all or any part of the Liabilities Secured Obligations or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this MortgageInstrument, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State lawLaw, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, or any other court of competent jurisdiction, Mortgage may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities obligations secured hereby, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents Rents being an express condition upon which the Loans Loans, hereby secured are is made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure or enforcement suit and the full statutory period of redemption notwithstanding any redemption. The receiver, out of the Rents when collected, may pay reasonable costs incurred in the management and operation on of the Mortgaged Real Estate Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property, and may pay all or any part of the Liabilities Obligations or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement Foreclosure proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this Mortgage, the court in which such suit is filed shall have the full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.

Mortgagee's Power of Enforcement. It shall be lawful for Mortgagee to (i) immediately sell the Mortgaged Property either in whole or in separate parcels, as prescribed by the State law, under power of sale, which power is hereby granted to Mortgagee to the full extent permitted by the State law, and thereupon, to make and execute to any purchaser(s) thereof deeds of conveyance pursuant to applicable law or (ii) immediately foreclose this Mortgage Instrument by judicial action. The court in which any proceeding is pending for the purpose of foreclosure or enforcement of this Mortgage, Instrument if such remedy is taken or any other court of competent jurisdiction, jurisdiction may, at once or at any time thereafter, either before or after sale, and to the extent permitted by the State law without notice, notice and without requiring bond, and without regard to the solvency or insolvency of any Person person liable for payment of the Liabilities secured herebySecured Obligations, and without regard to the then value of the Mortgaged Property or the occupancy thereof as a homestead, appoint a receiver (the provisions for the appointment of a receiver and assignment of rents being an express condition upon which the Loans Secured Obligations hereby secured are made) for the benefit of Mortgagee and the other Secured PartiesMortgagee, with power to collect the Rents, due and to become due, during such foreclosure suit or enforcement suit proceeding for such sale and the full statutory period of redemption redemption, notwithstanding any redemption. The receiver, out of the Rents Rents, when collected, may pay reasonable costs incurred in the management and operation of the Mortgaged Real Property, prior and subordinate liens, if any, and taxes, assessments, water and other utilities and insurance, then due or thereafter accruing, and may make and pay for any reasonably necessary repairs to any and all portion(s) of the Mortgaged Real Property or the Personal Property, and may pay all or any part of the Liabilities Secured Obligations or other sums secured hereby or any deficiency decree entered in such foreclosure or enforcement proceedings. Upon or at any time after the filing of a suit to foreclose or enforce this MortgageInstrument, the court in which such suit is filed shall have full power to enter an order placing Mortgagee in possession of the Mortgaged Real Property with the same power granted to a receiver pursuant to this subparagraph and with all other rights and privileges of a mortgagee-in-possession under applicable State law.