Common use of Foreclosure and Sale Clause in Contracts

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee shall have may elect to sell the right and option to take possession Mortgaged Property or any part of the Mortgaged Property and/or by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed with and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and to sellplace of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the extent and in highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the manner permitted by applicable law, Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriatesale, and from time to make conveyance time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to the purchaser or purchasers. Where sell the Mortgaged Property is situated may make such sale at the time fixed by the last postponement, or may, in more than one countyits discretion, give a new notice as above provided shall be posted and filed in all of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such counties sale. (if such notices are required by applicable law), and all such b) The Mortgaged Property may be sold subject to unpaid taxes and the applicable permitted Liens set forth in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws 6.02 of the applicable jurisdiction Credit Agreement, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or by public or private an officer that makes any sale after entry shall apply the proceeds of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and sale in the name and on behalf manner set forth in Section 2.08. (c) Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; Mortgaged Property has been sold. (d) any If an Event of Default shall occur and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgageecontinuing, Mortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent and under such circumstances as are permitted by applicable lawObligations, Mortgagee may be a purchaser at or the performance of any such saleterm, and shall have the covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, after paying or accounting (ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall determine most effectual for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeversuch purposes.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or Trustee to proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of the Mortgagor (coupled with an interest) and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which the Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which the Mortgagor ought to do and perform under the covenants herein contained and, and generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Mortgage or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Mortgage or under any other Loan Document or any Secured Transaction Document. Written notice mailed to the Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee shall have may elect to sell the right and option to take possession Mortgaged Property or any part of the Mortgaged Property and/or by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed with and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and to sellplace of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the extent and in highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the manner permitted by applicable law, Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriatesale, and from time to make conveyance time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to the purchaser or purchasers. Where sell the Mortgaged Property is situated may make such sale at the time fixed by the last postponement, or may, in more than one countyits discretion, give a new notice as above provided shall be posted and filed in all of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such counties sale. (if such notices are required by applicable law), and all such b) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any such county and any such notice sale shall designate apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private proceeds of sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf manner set forth in Section 2.08. (c) Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; Mortgaged Property has been sold. (d) any If an Event of Default shall occur and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgageecontinuing, Mortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent and under such circumstances as are permitted by applicable lawObligations, Mortgagee may be a purchaser at or the performance of any such saleterm, and shall have the covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, after paying or accounting (ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall determine most effectual for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeversuch purposes.

Foreclosure and Sale. If an Event Institute proceedings for the complete foreclosure of Default shall occur and be continuingthis Deed to Secure Debt, Mortgagee shall have the right and option to take possession either by judicial action or by power of sale, in which case the Mortgaged Property and/or proceed with foreclosure and to sellmay be sold for cash or credit in one or more parcels as Grantee may determine, subject to the extent terms of the Subject Lease and in the manner permitted by applicable law. With respect to any notices required or permitted under the UCC, all Grantor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. Upon acceleration of the Indebtedness, Grantee may sell the Mortgaged Property or any portion part of the Mortgaged Property at one or more sales, as an entirety public sale or sales before the door of the courthouse of the county in parcels, at such place which the Mortgaged Property or places, in such manner and upon such notice as may be required by applicable law, or, in the absence any part of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated situated, to the highest bidder for cash, in more than one county, notice as above provided shall be posted order to pay the Indebtedness and filed in all such counties (if such notices are required by applicable law)satisfy the Obligations, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys’ fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to number of days) in a newspaper in which sheriff’s sales are advertised in said county, all other notice being hereby waived by Grantor. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Mortgaged Property may be sold in or any such county and any such notice shall designate part of the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Propertyfee simple, or any portion thereof, by private sale ifwith full warranties of title, and to this end Grantor hereby constitutes and appoints Grantee the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the agent and attorney-in-fact of Mortgagor (Grantor to make such sale and conveyance, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed, and all the acts and doings of said 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 Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest) interest and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliverare irrevocable by death or otherwise, and shall not be exhausted by one exercise thereof, but may be exercised until full payment of all the Indebtedness and satisfaction of all the Obligations. In the event of any sale under this Deed to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name Secure Debt by virtue of Mortgagor in the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety or in separate parcels and in such manner or order as Grantee in its discretion may elect, and if Grantee so elects, Grantee may sell the personal property covered by this Deed to Secure Debt at one or more separate sales in any manner permitted by the UCC, and one or more exercises of the powers hereby conferred on Mortgageeherein grant shall not extinguish nor exhaust such powers, until the entire Mortgaged Property is sold or the Indebtedness and Obligations are satisfied in full. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to Grantor. If Grantee is the extent and under such circumstances as are permitted by applicable lawhighest bidder, Mortgagee Grantee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of purchase price against the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash paymentpaying cash. Each remedy provided in In the event this instrument Deed to Secure Debt is distinct from and cumulative with all other rights and remedies provided hereunder or afforded foreclosed by applicable law or equityjudicial action, and may be exercised concurrently, independently or successively, in any order whatsoeverappraisement of the Mortgaged Property is waived.

Foreclosure and Sale. If an Event of Default shall occur After providing the necessary notice and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and cure set forth in the manner permitted by applicable lawNote, all sell or any portion of offer for sale the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereofinterest or estate in the Property, by private sale ifin such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the extent that, such private sale is permitted under highest bidder for cash at public auction. Beneficiary and Trustee shall comply with the laws requirements of the Texas Property Code as then in effect (or other applicable jurisdiction or by public or private sale after entry law depending on the location of a judgment by the Property) with regard to any court of competent jurisdiction so orderingsuch sale. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise The affidavit of any person having knowledge of the powers hereby conferred on Mortgageefacts regarding such sale and the manner in which it was conducted shall be prima facie evidence of such facts. At any such sale: sale (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by MortgageeTrustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited thereintherein with respect to third parties, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; performed for the benefit of third parties, (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (fv) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar with respect to third parties both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Grantor and (gvi) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary may be a purchaser at any such sale. Grantor hereby authorize and empowers Trustee to execute and deliver to any purchaser of any portion of or interest in the Property a good and sufficient deed of conveyance thereof with covenants of general warranty binding on Grantor and their successors and assigns, and shall have as well as a xxxx of sale covering any Fixtures, with similar covenants of general warranty. If at the righttime of sale, after paying Grantor or accounting for any of their successors or assigns are occupying all costs of said sale or sales, to credit the amount any portion of the then unpaid Senior Secured Note Obligations Property, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be terminable at will, at a reasonable rental per day based upon the value of the Property, such rental to be due daily to the amount purchaser. An action of its bid (forcible detainer shall lie if the tenant holds over after such purchaser makes demand in writing for possession of the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverProperty.

Foreclosure and Sale. If an Event Institute proceedings for the complete foreclosure of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted this Mortgage by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageejudicial action. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; . Mortgagee shall deliver to the purchaser at such sale its deed conveying the property so sold, but without any covenant or warranty express or implied, and the recitals in such deed of matters or facts shall be conclusive proof of the truthfulness thereof. In addition, any such sale shall be free and clear of any interest of Mortgagor under any lease, encumbrance or other matter affecting the property so sold which is subject or subordinate to this Mortgage, except that any such sale shall not result in the termination of any such lease (gA) if and to the extent otherwise provided in the estoppel or other agreement executed by the tenant to such lease and under Mortgagee, or (B) if the purchaser at such circumstances as are permitted by applicable lawsale gives written notice to such tenant, within ten (10) days after date of sale, then the lease will continue in effect. Mortgagee or any of the other Secured Party may be a purchaser at any such sale. If Mortgagee is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to Mortgagee may credit the amount of purchase price against the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverpaying cash.

Foreclosure and Sale. Commence proceedings to collect such sums, foreclose this Mortgage and sell the Mortgaged Property. If an Event default shall be made in the payment of Default any amount due under this Mortgage, the Credit Agreement or any other Credit Document, then, upon Mortgagee’s demand, Mortgagor will pay to Mortgagee the whole amount due and payable under the Credit Agreement and the other Credit Documents and all other Indebtedness or Obligations; and if Mortgagor shall occur and be continuingfail to pay such sums upon such demand, Mortgagee shall have be entitled to sue for and to recover judgment for the whole amount so due and unpaid together with costs and expenses including the reasonable compensation, expenses and disbursements of Mortgagee’s agents and attorneys incurred in connection with such suit and any appeal of such suit. Mortgagee shall be entitled to sue and recover judgment, as set forth above, either before, after or during the pendency of any proceedings for the enforcement of this Mortgage, and the right of Mortgagee to recover such judgment shall not be affected by any taking, possession or foreclosure sale under this Mortgage, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Mortgage, or the foreclosure of the lien of this Mortgage. At the option of the Mortgagee, this Mortgage may be foreclosed by judicial proceedings, or by non-judicial foreclosure sale in accordance with applicable laws, and option to take possession sell and dispose of the Mortgaged Property and/or proceed with foreclosure and to sellall the right, to the extent title, and in the manner permitted interest of Mortgagor therein, by applicable law, all or sale at any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice authorized by law as may be required by applicable law, or, specified in the absence notice of any such requirement, as Mortgagee may deem appropriate, and to make conveyance sale to the purchaser or purchasershighest bidder. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such The Mortgaged Property may be sold as a whole or in any separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and in such county manner and any such notice shall designate order as the county where such Mortgagee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, parcel, or tract of the Mortgaged Property is in one county does not extinguish or otherwise affect the right to exercise the power of sale with respect to the other parts, parcels, or tracts of the Mortgaged Property in that or another county to satisfy the obligation secured by the Mortgage, and the right and power of sale arising out of any Event of Default shall not be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell exhausted by one or more sales of the Mortgaged Property. At the foreclosure Mortgagee shall be entitled to bid and to purchase the Mortgaged Property and shall be entitled to apply the Indebtedness or Obligations, or any portion thereof, by private sale if, and in payment for the Mortgaged Property. The Mortgagee shall be authorized to the extent that, retain an attorney to represent him in such private sale is permitted under the laws proceedings. The proceeds of the applicable jurisdiction or by public or private sale after entry shall be applied in accordance with Section 4.6 herein. Fees payable herein and otherwise under this Mortgage shall be limited to those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the outstanding balance of the Indebtedness. In case of a judgment by any court foreclosure sale of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained all or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion part of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to the application of such purchase moneythe proceeds of sale to the payment of the Indebtedness or Obligations, or Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any portion thereof remaining unpaid, with interest. The remedies provided to Mortgagee in this paragraph shall be in any way answerable for any loss, misapplication or non-application thereof; (f) addition to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) not in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all any other rights and remedies provided hereunder in this Mortgage or afforded any other Credit Document, by applicable law or in equity, all of which rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy previously or not yet exercised. Without in any way limiting the generality of the foregoing, Mortgagee shall also have the following specific rights and remedies. (a) To make any repairs to the Mortgaged Property which Mortgagee deems necessary or desirable for the purposes of sale. (b) To exercise any and all rights of set-off which Mortgagee may have against any account, fund, or property of any kind, tangible or intangible, belonging to Mortgagor which shall be in Mortgagee’s possession or under its control. (c) To cure such Event of Default, with the result that all costs and expenses incurred or paid by Mortgagee in effecting such cure shall be additional charges on the Indebtedness or Obligations which bear interest at the interest rate set forth in the Credit Agreement or applicable Credit Documents and are payable upon demand. (d) To foreclose on the Mortgaged Property and to pursue any and all remedies available to Mortgagee at law or in equity, and may be exercised concurrently, independently or successively, in any order whatsoeverMortgagee may desire, in Mortgagee’s sole discretion.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 14(b) shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 15 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have In the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry event of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor Foreclosure Sale, -------------------- (coupled a) So long as Tenant complies with an interest) this Agreement and is not in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform default under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on Mortgagee. At any such salethe Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (ai) whether liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made under without the power herein written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other legal enactment, or by virtue party for any conflict between the provisions of the Lease and the provisions of any judicial proceedings or any other legal right, remedy or recourse, it shall lease affecting the Property which is not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed entered into by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; Beneficiary. (b) each instrument Upon the written request of conveyance executed by Mortgagee Beneficiary after a Foreclosure Sale, the parties shall contain execute a general warranty lease of title, binding the Premises upon Mortgagor and its successors and assigns; (c) each and every recital the same provisions as contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth Lease between Landlord and accuracy of the matters recited thereinTenant, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances except as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu this Agreement, for the unexpired term of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverthe Lease.

Foreclosure and Sale. Commence proceedings to collect such sums, foreclose this Mortgage and sell the Mortgaged Property. If an Event default shall be made in the payment of Default any amount due under this Mortgage, the Credit Agreement or any other Credit Document, then, upon Mortgagee’s demand, Mortgagor will pay to Mortgagee the whole amount due and payable under the Credit Agreement and the other Credit Documents and all other Indebtedness or Obligations; and if Mortgagor shall occur and be continuingfail to pay such sums upon such demand, Mortgagee shall have be entitled to xxx for and to recover judgment for the whole amount so due and unpaid together with costs and expenses including the reasonable compensation, expenses and disbursements of Mortgagee’s agents and attorneys incurred in connection with such suit and any appeal of such suit. Mortgagee shall be entitled to xxx and recover judgment, as set forth above, either before, after or during the pendency of any proceedings for the enforcement of this Mortgage, and the right of Mortgagee to recover such judgment shall not be affected by any taking, possession or foreclosure sale under this Mortgage, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Mortgage, or the foreclosure of the lien of this Mortgage. At the option of the Mortgagee, this Mortgage may be foreclosed by judicial proceedings, or by non-judicial foreclosure sale in accordance with applicable laws, and option to take possession sell and dispose of the Mortgaged Property and/or proceed with foreclosure and to sellall the right, to the extent title, and in the manner permitted interest of Mortgagor therein, by applicable law, all or sale at any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice authorized by law as may be required by applicable law, or, specified in the absence notice of any such requirement, as Mortgagee may deem appropriate, and to make conveyance sale to the purchaser or purchasershighest bidder. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such The Mortgaged Property may be sold as a whole or in any separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and in such county manner and any such notice shall designate order as the county where such Mortgagee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, parcel, or tract of the Mortgaged Property is in one county does not extinguish or otherwise affect the right to exercise the power of sale with respect to the other parts, parcels, or tracts of the Mortgaged Property in that or another county to satisfy the obligation secured by the Mortgage, and the right and power of sale arising out of any Event of Default shall not be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell exhausted by one or more sales of the Mortgaged Property. At the foreclosure Mortgagee shall be entitled to bid and to purchase the Mortgaged Property and shall be entitled to apply the Indebtedness or Obligations, or any portion thereof, by private sale if, and in payment for the Mortgaged Property. The Mortgagee shall be authorized to the extent that, retain an attorney to represent him in such private sale is permitted under the laws proceedings. The proceeds of the applicable jurisdiction or by public or private sale after entry shall be applied in accordance with Section 4.6 herein. Fees payable herein and otherwise under this Mortgage shall be limited to those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the outstanding balance of the Indebtedness. In case of a judgment by any court foreclosure sale of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained all or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion part of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to the application of such purchase moneythe proceeds of sale to the payment of the Indebtedness or Obligations, or Mortgagee shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any portion thereof remaining unpaid, with interest. The remedies provided to Mortgagee in this paragraph shall be in any way answerable for any loss, misapplication or non-application thereof; (f) addition to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) not in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all any other rights and remedies provided hereunder in this Mortgage or afforded any other Credit Document, by applicable law or in equity, all of which rights and remedies may be exercised by Mortgagee independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy previously or not yet exercised. Without in any way limiting the generality of the foregoing, Mortgagee shall also have the following specific rights and remedies. (a) To make any repairs to the Mortgaged Property which Mortgagee deems necessary or desirable for the purposes of sale. (b) To exercise any and all rights of set-off which Mortgagee may have against any account, fund, or property of any kind, tangible or intangible, belonging to Mortgagor which shall be in Mortgagee’s possession or under its control. (c) To cure such Event of Default, with the result that all costs and expenses incurred or paid by Mortgagee in effecting such cure shall be additional charges on the Indebtedness or Obligations which bear interest at the interest rate set forth in the Credit Agreement or applicable Credit Documents and are payable upon demand. (d) To foreclose on the Mortgaged Property and to pursue any and all remedies available to Mortgagee at law or in equity, and may be exercised concurrently, independently or successively, in any order whatsoeverMortgagee may desire, in Mortgagee’s sole discretion.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall the Obligations have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, been accelerated pursuant to the extent Credit Agreement, institute an action to foreclose this Security Instrument, or take such other action as may be allowed at law or in equity, for the enforcement hereof and realization on the Collateral or any other security which is herein or elsewhere in the manner permitted by applicable law, all Loan Documents provided for the Collateral or any portion of the Mortgaged Property part thereof at one or more salessales before the door of the courthouse of the county in which the Property or any part of the Property is situated, or such other place as is required or permitted by Applicable Law, without notice except as required or set forth herein or otherwise required by Applicable Law, to the highest bidder for cash, or to proceed to final judgment and execution thereon, in order to pay the Obligations, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys’ fees, all costs of suit, interest at the Post-Default Rate as provided in the Credit Agreement on any judgment obtained by Agent from and after the date of any sale of the Collateral (which may be sold in one parcel or in such parcels, manner or order as Agent shall elect) until actual payment is made of the full amount due Agent and Lenders, without further stay, any law, usage or custom to the contrary notwithstanding. In the event of any sale pursuant to any order in any judicial proceedings or otherwise, the Collateral may be sold as an entirety or in parcels, at such place or places, separate parcels and in such manner or order as Agent in its sole discretion may elect, and upon such notice if Agent so elects, Agent may sell the Personalty covered by this Security Instrument at one or more separate sales in any manner permitted by the Uniform Commercial Code as may be required by applicable law, or, adopted in the absence State of New York, and one or more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Collateral is sold or the Obligations are paid in full. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Agent may at its option exhaust the remedies granted under any of said security instruments, either concurrently or independently, and in such order as Agent may determine. Immediately upon the first insertion of any advertisement or notice of any such requirementsale, as Mortgagee may deem appropriatethere shall be and become due and owing from the Grantor all reasonable expenses incident to said advertisement or notice, all court costs and all reasonable expenses incident to make conveyance any foreclosure proceedings brought under this Security Instrument, including reasonable attorneys’ fees. No party shall be required to receive only the aggregate indebtedness then secured hereby with the interest thereon to the purchaser or purchasers. Where date of payment unless the Mortgaged Property is situated in more than one county, notice as above provided same shall be posted accompanied by a tender of the said expenses, costs and filed commissions. Agent, may, in all such counties (if such notices are required by applicable law)addition to and not in abrogation of the rights covered under the immediately preceding subparagraph, and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained or elsewhere in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoeverArticle VI, either at with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (including i) to enforce payment of the Obligations or the performance of any statutory term, covenant, condition or common law agreement of this Security Instrument or any other right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gii) to the extent and under such circumstances pursue any other remedy available to it, all as are permitted by applicable law, Mortgagee may be a purchaser Agent at any such sale, and its sole discretion shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverelect.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or proceed Trustee to proceed, with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged such Deed of Trust Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Deed of Trust Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Deed of Trust Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Deed of Trust Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Deed of Trust Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor The Trustor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of Mortgagor (coupled with an interest) the Trustor and in the name and on behalf of Mortgagor the Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor the Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor the Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor the Trustor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee; provided that, neither the Trustee nor the Mortgagee shall exercise any such powers unless an Event of Default shall have occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor the Trustor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Deed of Trust Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon Mortgagor the Trustor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor the Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; the Trustor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Deed of Trust or afforded applicable law in respect of the Collateral. To the extent permitted by applicable law law, such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Deed of Trust or under any Second-Out Security Document. Written notice mailed to the Trustor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 14(b) shall be construed so as to limit in any way Mortgagee's ’s rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 15 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all Sell or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell offer for sale the Mortgaged Property, or any portion thereofinterest or estate in the Mortgaged Property, by private sale ifin such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the extent that, such private sale is permitted under highest bidder for cash at public auction. Beneficiary and Trustee shall comply with the laws requirements of the Texas Property Code as then in effect (or other applicable jurisdiction or by public or private sale after entry of a judgment by law) with regard to any court of competent jurisdiction so orderingsuch sale. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise The affidavit of any person having knowledge of the powers hereby conferred on Mortgageefacts regarding such sale and the manner in which it was conducted shall be prima facie evidence of such facts. At any such sale: sale (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by MortgageeTrustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Grantor and (gvii) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary may be a purchaser at any such sale. Grantor hereby authorizes and empowers Trustee to execute and deliver to any purchaser of any portion of or interest in the Mortgaged Property a good and sufficient deed of conveyance thereof with covenants of general warranty binding on Grantor and its successors and assigns, and shall have as well as a xxxx of sale covering any Fixtures, with similar covenants of general warranty. If at the righttime of sale, after paying Grantor or accounting for any of its successors or assigns are occupying all costs of said sale or sales, to credit the amount any portion of the then unpaid Senior Secured Note Obligations Mortgaged Property, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be terminable at will, at a reasonable rental per day based upon the value of the Mortgaged Property, such rental to be due daily to the amount purchaser. An action of its bid (forcible detainer shall lie if the tenant holds over after such purchaser makes demand in writing for possession of the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverMortgaged Property.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of Sell or offer for sale the Mortgaged Property and/or proceed in such portions, order and parcels as Beneficiary may determine, with foreclosure and to sellor without having first taken possession of same, to the extent and highest bidder for cash at public auction. Such sale shall be made in accordance with the manner permitted by applicable law, all or any portion provisions of Section 51.002 of the Mortgaged Texas Property at one or more salesCode, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable lawamended, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent thatsuch statute is not then in force, such private sale is permitted under with the laws applicable requirements, at the time of the applicable jurisdiction sale, of the successor statute or statutes, if any, governing sales of Texas real property under powers of sale conferred by deeds of trust relating to the sale of real estate or by public Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or private sale after entry of a judgment may be hereafter amended or succeeded), or by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee other present or subsequent articles or enactments relating to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageesame. At any such sale: sale (ai) whether made under the power herein contained or contained, the UCC, any other legal enactment, requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have be physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to Grantor shall deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same Trustee had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof of such sale shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person or officer party making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application thereof; , and (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Grantor. Beneficiary may be a purchaser at any such salesale and if Beneficiary is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to Beneficiary against the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverpaying cash.

Foreclosure and Sale. If an Event In the event of Default a Foreclosure Sale, (a) So long as Tenant complies with this Agreement and is not in default under any of the provisions of the Lease, the Lease shall occur continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. To the extent that the Lease is extinguished as a result of a Foreclosure Sale, a new lease shall automatically go into effect upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be continuingbound by and perform all of the obligations imposed by the Lease, Mortgagee or, as the case may be, under the new lease, in the event that the Lease is extinguished by a Foreclosure Sale. Upon Beneficiary’s acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on the Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (i) liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made without the written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other party for any conflict between the provisions of the Lease and the provisions of any other lease affecting the Property which is not entered into by Beneficiary. (b) Upon the written request of Beneficiary after a Foreclosure Sale, the parties shall execute a lease of the Premises upon the same provisions as contained in the Lease between Landlord and Tenant, except as set forth in this Agreement, for the unexpired term of the Lease. (c) Notwithstanding any provisions of the Lease to the contrary, from and after the date that Beneficiary acquires title to the Property as a result of a Foreclosure Sale, (i) Beneficiary will not be obligated to expend any monies to restore casualty damage in excess of available insurance proceeds; (ii) tenant shall not have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to repairs and deduct the purchaser or purchasers. Where cost of such repairs from the Mortgaged Property rent without a judicial determination that Beneficiary is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted default of its obligations under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such saleLease; (biii) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter no event will Beneficiary be obligated to see to the application of such purchase moneyindemnify Tenant, or be except where Beneficiary is in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all breach of its right, title, interest, estate, claim and demand whatsoever, either at law obligations under the Lease or where Beneficiary has been actively negligent in equity (including any statutory or common law right the performance of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagorits obligations as landlord; and (giv) other than determination of fair market value, no disputes under the Lease shall be subject to the extent arbitration unless Beneficiary and under such circumstances as are permitted by applicable law, Mortgagee may be Tenant agree to submit a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, particular dispute to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverarbitration.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, (a) Mortgagee may elect to foreclose this Mortgage, Mortgagee shall have or if allowed by applicable law, sell the right and option to take possession Mortgaged Property or any part of the Mortgaged Property and/or proceed with foreclosure and by exercise of the power of sale granted to sellMortgagee by this Mortgage. In such case, Mortgagee may commence a civil action to the extent and in the manner permitted foreclose this Mortgage, or if allowed by applicable law, it may proceed and sell the Mortgaged Property to satisfy any Obligation. To the extent allowed by applicable law, Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and place of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder. To the extent allowed by applicable law, Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement or places, in such manner subsequently noticed sale. Without further notice and upon such notice as may be required allowed by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and or an officer appointed to make conveyance to the purchaser or purchasers. Where sell the Mortgaged Property is situated may make such sale at the time fixed by the last postponement, or may, in more than one countyits discretion, give a new notice as above provided shall be posted and filed in all of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such counties sale. (if such notices are required by applicable law), and all such b) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all reasonable costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any such county and any such notice sale shall designate apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private proceeds of sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf manner set forth in Section 2.08. (c) Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; Mortgaged Property has been sold. (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of MortgageeMortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent Obligations, or the performance of any term, covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, or (ii) to pursue any other remedy available to Mortgagee and allowed under such circumstances as are permitted by applicable law, all as Mortgagee may be a purchaser at any shall determine most effectual for such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverpurposes.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all Sell or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell offer for sale the Mortgaged Property, or any portion thereofinterest or estate in the Mortgaged Property, by private in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder for cash at public auction. Beneficiary and Trustee shall comply with the requirements of applicable law as then in effect (or other applicable law) with regard to any such sale, the timing of such sale, the manner in which such sale ifshall be given, and the posting and giving of notice of such sale in such manner and to the extent that, such private sale is permitted under the laws persons as may be required thereunder. The affidavit of any person having knowledge of the applicable jurisdiction or by public or private facts regarding such sale after entry and the manner in which it was conducted shall be prima facie evidence of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageesuch facts. At any such sale: sale (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by MortgageeTrustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Grantor and (gvii) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary may be a purchaser at any such sale, sale and shall have the right, after paying or accounting for all costs of said sale or sales, right to credit the amount of the then unpaid Senior Secured Note Obligations to upon the amount of its bid (made, to the extent necessary to satisfy such bid, the Obligations owing to Beneficiary and any Loan Party. Grantor hereby authorizes and empowers Trustee to execute and deliver to any purchaser of any portion of or interest in the order Mortgaged Property a good and sufficient deed of priority set forth conveyance thereof with covenants of general warranty binding on Grantor and its successors and assigns, as well as a xxxx of sale covering any Fixtures, with similar covenants of general warranty. If at the time of sale, Grantor or any of its successors or assigns are occupying all or any portion of the Mortgaged Property, each and all shall immediately become the tenant of the purchaser at such sale, which tenancy shall be terminable at will, at a reasonable rental per day based upon the value of the Mortgaged Property, such rental to be due daily to the purchaser. An action of forcible detainer shall lie if the tenant holds over after such purchaser makes demand in Section 7.16 hereof) in lieu writing for possession of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverthe Mortgaged Property.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have may, upon 10 Business Days notice to Mortgagor, elect to sell the right and option to take possession Mortgaged Property or any part of the Mortgaged Property and/or by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed with and sell the Mortgaged Property to satisfy any Secured Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and to sellplace of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the extent and in highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the manner permitted by applicable law, Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriatesale, and from time to make conveyance time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to the purchaser or purchasers. Where sell the Mortgaged Property may make such sale at the time fixed by the last postponement, or may, in its discretion, give a new notice of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such sale. This Mortgage is situated in more than one county, notice given under the STATUTORY CONDITION (except as above provided shall be posted and filed in all such counties (if such notices are required by applicable lawotherwise expressly set forth herein), and all such for breach of which Mortgagee shall have the STATUTORY POWER OF SALE. The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any such county and any such notice sale shall designate apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private proceeds of sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf manner set forth in Section 2.08. Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Secured Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited thereinMortgaged Property has been sold. If an Event of Default shall occur and be continuing, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of MortgageeMortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent and under such circumstances as are permitted by applicable lawSecured Obligations, Mortgagee may be a purchaser at or the performance of any such saleterm, and shall have the covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, after paying or accounting (ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall determine most effectual for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeversuch purposes.

Foreclosure and Sale. If an Event Lender shall succeed to the interest of Default shall occur and be continuingLandlord under the Lease in any manner, Mortgagee or if any purchaser acquires the Leased Premises upon any foreclosure of the Mortgage or any trustee’s sale under the Mortgage, Lender or such purchaser, as the case may be, shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame remedies by entry, to the extent and action or otherwise in the manner permitted event of any default by applicable law, all Tenant (beyond any period given to Tenant in the Lease to cure such default) in the payment of rent or any portion of the Mortgaged Property at one or more sales, as an entirety additional rent or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise performance of any of the powers hereby conferred terms, covenants and conditions of the Lease on MortgageeTenant’s part to be performed that Landlord had or would have had if Lender or such purchaser had not succeeded to the interest of Landlord. At From and after attornment by Tenant, Lender or such purchaser shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after the succession to the interest of Landlord under the Lease by Lender or such purchaser, have the same remedies against Lender or such purchaser for the breach of an agreement contained in the Lease that Tenant might have had under the Lease against Landlord if Lender or such purchaser had not succeeded to the interest of Landlord; provided further, however, that Lender or such purchaser shall not in any such sale: event be: (a) whether made under liable for any act or omission of any prior landlord (including Landlord); or SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT — PAGE 2 PLAINSCAPITAL BANK – LANTANA RIDGE JV LLC (b) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (c) bound by any rent or additional rent which Tenant might have paid for more than the power herein contained or current month to any other legal enactmentprior landlord (including Landlord), or by virtue of any judicial proceedings security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any other legal rightprior landlord (including Landlord), remedy unless actually received by Lender or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such salepurchaser; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; or (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, bound by or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be in any way answerable liable for any loss, misapplication obligation of the landlord to pay any sums of money to or non-application thereof; (f) for the benefit of or on behalf of Tenant for concessions or inducements granted to the fullest extent permitted Tenant by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity any prior landlord (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gLandlord) to the extent and under such circumstances except as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (expressly set forth in the order of priority Lease; provided, however, Tenant shall retain any rent abatement rights set forth in Section 7.16 hereof2.4 of the Lease; or (e) in lieu bound by any amendment or modification of cash payment. Each remedy provided in this instrument is distinct from the Lease made without its consent; or (f) obligated to perform any construction obligations under the Lease; provided, however, Tenant shall retain all termination rights with respect thereto and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverotherwise under the Lease.

Foreclosure and Sale. If an Event Mortgagee shall succeed to the interest of Default shall occur and be continuingLandlord under the Lease in any manner, or if any purchaser acquires the Leased Premises upon any foreclosure of the Mortgage or any trustee's sale under the Mortgage, Mortgagee or such purchaser, as the case may be, shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame remedies by entry, to the extent and action or otherwise in the manner permitted event of any default by applicable law, all Tenant (beyond any period given to Tenant in the Lease to cure such default) in the payment of rent or any portion of the Mortgaged Property at one or more sales, as an entirety additional rent or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise performance of any of the powers hereby conferred terms, covenants and conditions of the Lease on MortgageeTenant's part to be performed that Landlord had or would have had if Mortgagee or such purchaser had not succeeded to the interest of Landlord. At From and after attornment by Tenant, Mortgagee or such purchaser shall be bound to Tenant under all of the terms, covenants, and conditions of the Lease, and Tenant shall, from and after the succession to the interest of Landlord under the Lease by Mortgagee or such purchaser, have the same remedies against Mortgagee or such purchaser for the breach of an agreement contained in the Lease that Tenant might have had under the Lease against Landlord if Mortgagee or such purchaser had not succeeded to the interest of Landlord; provided further, however, that Mortgagee or such purchaser shall not in any such sale: event be: (a) whether made under liable for any act or omission of any prior landlord (including Landlord); or (b) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (c) bound by any rent or additional rent which Tenant might have paid for more than the power herein contained or current month to any other legal enactmentprior landlord (including Landlord), or by virtue of any judicial proceedings security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in advance to any other legal rightprior landlord (including Landlord), remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not unless actually or constructively possessed received by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any or such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such salepurchaser; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; or (d) bound by or liable for any and all prerequisites obligation of the landlord to pay any sums of money to or for the validity thereof shall be conclusively presumed benefit of or on behalf of Tenant for concessions or inducements granted to have been performedTenant by the landlord (including Landlord) except as expressly set forth in the Lease; or (e) the receipt of Mortgagee, bound by any amendment or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount modification of the then unpaid Senior Secured Note Obligations to the amount of Lease made without its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverconsent.

Foreclosure and Sale. If Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at Mortgagee’s election, exercise any or all of the following rights, remedies and recourses, institute proceedings for the complete foreclosure of this Mortgage by judicial action, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels as Mortgagee may determine. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. In addition to any and all other rights and remedies of Mortgagee, if an Event of Default shall occur and be continuinghave occurred, Mortgagee shall have may, either with or without entry or taking possession as hereinafter provided or otherwise, sell the right and option to take possession Premises or any portion thereof at public outcry, in front of the Mortgaged Property and/or proceed with foreclosure and to sellcourthouse door of the county wherein the Premises are located, to the extent highest bidder for cash, either in person or by auctioneer, after first giving notice of the time, place and terms of such sale by publication once a week for three (3) successive weeks in some newspaper published in said county, and, upon the manner permitted by applicable lawpayment of the purchase money, all Mortgagee or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner person conducting said sale for it is authorized and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, empowered to execute and to make conveyance deliver to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyat said sale, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and a deed to the extent thatproperty so purchased, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver Mortgagor. The equity of redemption from this Mortgage may also be foreclosed by suit in any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name court of Mortgagor competent jurisdiction as now provided by law in the exercise case of any of the powers hereby conferred on Mortgageepast due mortgages. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) Mortgagor subject to the extent and all applicable statutory rights of redemption under such circumstances as are permitted by applicable law, . Mortgagee or any of the Secured Parties may be a purchaser at any such sale. If Mortgagee or such Secured Party is the highest bidder, and shall have the right, after paying Mortgagee or accounting for all costs of said sale or sales, to such Secured Party may credit the amount portion of the then unpaid Senior purchase price that would be distributed to Mortgagee or such Secured Note Party against the Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash paymentpaying cash. Each remedy provided in In the event this instrument Mortgage is distinct from and cumulative with all other rights and remedies provided hereunder or afforded foreclosed by applicable law or equityjudicial action, and may be exercised concurrently, independently or successively, in any order whatsoeverappraisement of the Mortgaged Property is waived.

Foreclosure and Sale. If an Event of Default shall occur Foreclose upon the Land, Improvements and be continuingFixtures judicially or non-judicially, Mortgagee shall have and sell or offer for sale the right Mortgaged Property, in such portions, order and option to take parcels as Beneficiary may determine, with or without having first taken possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame, to the extent highest bidder, for cash, at public auction. Such foreclosure, sale and in the manner permitted notice thereof shall be made by applicable law, accomplishing all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, aforesaid in such manner and upon as permitted or required by the laws of the state in which the Land is located or by Article 9 of the UCC relating to the sale of collateral after default by a debtor (as such notice as laws now exist or may be required hereafter amended or succeeded), or by applicable law, or, in any other present or subsequent amendments or enactments relating to same. If the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property Land is situated in more than one county, notice as above provided all required notices shall be posted given in each such county, and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such in which the Mortgaged Property is to will be sold. Nothing contained in this Section 7.03 The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, prima facie evidence of such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageefact. At any such sale: sale (a) whether made under the power herein contained or contained, the aforesaid laws of the state in which the Land is located, the UCC, any other legal enactment, requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have been physically presentpresent on, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; , (b) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of titletitle as allowed by the laws of the state in which the Land is located, binding upon Mortgagor and its successors and assigns; Grantor, (c) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance non-payment of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein therein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (e) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money money, and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application thereof; , (f) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventMortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor Grantor and against any and all other Persons persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Mortgagor; Grantor, and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have In the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry event of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor Foreclosure Sale, (coupled a) So long as Tenant complies with an interest) this Agreement and is not in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform default under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. Tenant agrees to attorn to and accept Beneficiary as landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on Mortgagee. At any such salethe Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (ai) whether liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made under without the power herein written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other legal enactment, or by virtue party for any conflict between the provisions of the Lease and the provisions of any judicial proceedings or any other legal right, remedy or recourse, it shall lease affecting the Property which is not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed entered into by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; Beneficiary. (b) each instrument Upon the written request of conveyance executed by Mortgagee Beneficiary after a Foreclosure Sale, the parties shall contain execute a general warranty lease of title, binding the Premises upon Mortgagor and its successors and assigns; (c) each and every recital the same provisions as contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth Lease between Landlord and accuracy of the matters recited thereinTenant, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances except as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu this Agreement, for the unexpired term of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverthe Lease.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable Requirements of Law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or Trustee to proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in (or offshore of) more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 5.2 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws Requirements of Law of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints Mortgagee appoints, effective upon the occurrence and during the continuance of an Event of Default, the Trustee and the Mortgagee, with full power of substitution, to be the attorney-in-fact of the Mortgagor (coupled with an interest) and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which that the Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which that the Mortgagor ought to do and perform under the covenants herein contained and, and generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by the Mortgagee’s demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral and/or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Mortgage or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Mortgage or under any other Credit Document. Written notice mailed to the Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral that is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. If an Event event of Default default hereunder shall occur occur, Beneficiary may, at Beneficiary's election and be continuingby or through Trustee or otherwise, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sellsell or offer for sale, to the extent and in the manner permitted by applicable lawone or more sales, all or any part of the Mortgaged Property, in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder for cash (or credit on the indebtedness if Beneficiary is the highest bidder) at public auction. Such sale shall be made at the courthouse door of the County wherein the Mortgaged Property (or any of that portion thereof to be sold) is located, on the first Tuesday of any month between the hours of 10:00 A.M. and 4:00 P.M. after giving legally adequate written notice of sale of that portion of the Mortgaged Property to be sold, at least twenty-one (21) consecutive days prior to the date of said sale: (a) by posting at the courthouse door of each county in which the Mortgaged Property (or more salesthe portion thereof to be sold) is located, as an entirety a written notice designating the county in which the Mortgaged Property will be sold; (b) by filing in the office of the county clerk of each county in which the Mortgaged Property (or the portion thereof to be sold) is located, a copy of the notice posted under subparagraph (a); and (c) by serving written notice of the sale by certified mail on each debtor who, according to the records of Beneficiary, is obligated to pay the Note (and, in the event the proceeds of the foreclosure sale are to be applied to a portion of the indebtedness other than or in parcelsaddition to the Note, then to each debtor who, according to the records of Beneficiary, is obligated to pay such portion of the indebtedness), such service to be complete and effective when the notice is deposited in the United States mail, postage prepaid and addressed to the debtor at the debtor's last known address as shown by the records of Beneficiary. In the alternative, such place or places, notice and sale may be accomplished in such manner as permitted or required by Title 5, Section 51.002 of the Texas Property Code relating to the sale of real property under contract lien and/or by Chapter 9 of the Texas Business and upon such notice Commerce Code relating to the sale of collateral after default by a debtor (as said title and chapter now exist or may be required hereafter amended or succeeded), or by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and other present or subsequent articles or enactments relating to make conveyance to the purchaser or purchaserssame. Where In instances where the Mortgaged Property is situated located in more states other than one countyTexas, notice as above provided such sales shall be posted and filed made in all accordance with the legal requirements therefor for such counties (if such notices are required by applicable law)state, and all such Mortgaged Property may be sold including, to the extent there relevant, the Uniform Commercial Code there in any such county and any such notice shall designate the county where such Mortgaged Property is to be soldeffect. Nothing contained in this Section 7.03 Paragraph 15 shall be construed so as to limit in any way MortgageeTrustee's rights to sell the Mortgaged Property, or any portion thereof, Property by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction state where the Mortgaged Property (or that portion thereof to be sold) is located, or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageeordering same. At any such sale: sale (ai) whether made under the power herein contained or contained, the aforesaid Title 5, Section 51.002 of the Texas Property Code, the Texas Business and Commerce Code, any other legal enactment, requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantors hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantors, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and (and/or other portion of the Indebtedness with respect to which the sale has been conducted), advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantors shall be completely and irrevocably divested of all of its their right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventsold, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantors, and against Mortgagor and any and all other Persons claiming bypersons (i) he shall pay the reasonable expense of executing this trust, through or under Mortgagorincluding a commission to himself of five per cent (5%) of the gross proceeds of the sale; and (gii) to the extent and under after paying such circumstances expenses, he shall pay, so far as are permitted by applicable law, Mortgagee may be a purchaser at any such salepossible, the Indebtedness (including the Note), discharging first the portion of the Indebtedness arising under the covenants or agreements herein contained and not evidenced by the Note; (iii) he shall have pay the rightresidue, after paying or accounting for all costs of said sale or salesif any, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder Grantors, their respective heirs, legal representatives, successors or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverassigns.

Foreclosure and Sale. If Trustee may institute proceedings for the complete foreclosure of this Deed of Trust, either by judicial action or by power of sale. In the event Trustee elects to institute foreclosure proceedings upon the occurrence of an Event Actionable Default, Grantor assents to the passage of Default shall occur and be continuing, Mortgagee shall have a decree for the right and option to take possession sale of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights further authorizes Trustee to sell the Mortgaged Property, subject to the provisions of any applicable Mortgaged Lease. Any sale of the Mortgaged Property, whether by way of the assent to decree or any portion thereofpower of sale, by private sale ifshall be made in accordance with the provisions of Section 7-105, Real Property Article, Annotated Code of Maryland, as amended, and Rules 14-101 et seq. of the Maryland Rules of Procedure, as amended, or other applicable general or local laws of the State of Maryland or judicial rules of procedure relating to the extent thatforeclosure of deeds of trust. The terms of the sale may be cash upon settlement of the sale or upon such other and additional terms as Trustee deems necessary, proper or convenient, except as specifically limited by applicable law or court rule. Such sale may be of the entire Mortgaged Property as a unit or of such private sale is parts or parcels of the entire Mortgaged Property, as Trustee, in its sole and absolute discretion, deems necessary, proper, or convenient. With respect to any notices required or permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to UCC, Grantor agrees that ten (10) days’ prior written notice shall be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageedeemed commercially reasonable. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings proceedings, power of sale, or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, titletire, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable lawGrantor. Beneficiary, Mortgagee or Credit Facility Agent may be a purchaser at any such salesale and if Beneficiary or Credit Facility Agent, and shall have as the rightcase may be, after paying is the highest bidder, Beneficiary or accounting for all costs of said sale or sales, to such other party may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to the amount Secured Debt pursuant to the Collateral Trust Agreement. In the event this Deed of its bid (in Trust is foreclosed by judicial action, appraisement of the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument Mortgaged Property is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverwaived.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or proceed Trustee to proceed, with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged such Deed of Trust Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Deed of Trust Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Deed of Trust Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Deed of Trust Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Deed of Trust Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor The Trustor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of Mortgagor (coupled with an interest) the Trustor and in the name and on behalf of Mortgagor the Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor the Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor the Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor the Trustor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee; provided that, neither the Trustee nor the Mortgagee shall exercise any such powers unless an Event of Default shall have occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor the Trustor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Deed of Trust Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon Mortgagor the Trustor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor the Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; the Trustor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Deed of Trust or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Deed of Trust or under any other Loan Document or any Secured Transaction Document. Written notice mailed to the Trustor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's ’s rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction (including, without limitation, the procedures set forth in Article 14 of the New York Real Property Actions and Proceedings Law and any amendments or substitute statutes in regard thereto) or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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-non application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever. All notices hereunder or under any applicable law pertaining hereto (including, without limitation, Article 14 of the New York Real Property Actions and Proceedings Law) shall be in writing and shall be deemed sufficiently served for all purposes when given pursuant to Section 8.05 hereof or as otherwise permitted by Article 14 of the New York Real Property Actions and Proceedings Law.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure directly and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countycounty in any state, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 4.02 shall be construed so as to limit in any way Mortgagee's ’s rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints appoints, until the occurrence of the Security Termination, Mortgagee to be the attorney-in-fact attorney of Mortgagor (coupled with an interest) respect to the conduct of any such sale and in the name and on behalf of Mortgagor to execute and deliver deliver, at any time after the occurrence or during the continuation of any Event of Default, any deeds, transfers, conveyances, assignments, assurances and notices with respect to such sale which Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things with respect to such sale which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageecontained. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; , (c) as between Mortgagor and Mortgagee, on one hand, and any third party, on the other hand, each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor hereunder, (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (e) the receipt of Mortgagee, Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventsold, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Xxxxxxxxx and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, sale and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Indebtedness (in the order of priority set forth in Section 7.16 4.13 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event Institute proceedings for the complete foreclosure of Default shall occur and be continuingthis Deed of Trust, Mortgagee shall have the right and option to take possession either by judicial action or by power of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or placessale, in such manner and upon such notice as may be required by applicable law, or, in which case the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold for cash or credit in any such county one or more parcels as Trustee may deem best or as Beneficiary may direct [subject to terms of the Subject Lease]. Foreclosure through Trustee will be initiated by Beneficiary's filing of its notice of election and any such demand for sale with Trustee. If the Beneficiary invokes the power of sale, the Public Trustee shall give notice of sale and shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and Property according to the extent that, such private sale is permitted under the laws of the applicable jurisdiction State of Colorado. With respect to any notices required or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform permitted under the covenants herein contained andUCC, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on MortgageeGrantor agrees that ten (10) days' prior written notice shall be deemed commercially reasonable. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings proceedings, power of sale, or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to Grantor. To the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary, Beneficiary's designee or any of the Lenders may be a purchaser at any such salesale and if Beneficiary is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to Beneficiary may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to Beneficiary against the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash paymentpaying cash. Each remedy provided In the event this Deed of Trust is foreclosed by judicial action, appraisement of the Mortgaged Property is waived. Beneficiary shall be entitled to collect all costs and expenses incurred in this instrument is distinct from and cumulative with all other rights and pursuing the remedies provided hereunder or afforded herein, including, without limitation, reasonable attorneys' fees and costs of appraisals and title evidence. Except as otherwise provided by applicable law or equityin Section 5.7 below, the Public Trustee shall apply the proceeds of sale in the following order: (a) to all costs and expenses of the sale, including, without limitation, the Public Trustee's fees, attorneys' fees and costs of appraisals and title evidence; (b) to all sums secured by this Deed of Trust (in such priority and proportions as Beneficiary in its discretion shall deem proper); and (c) the excess, if any, to the person or persons legally entitled thereto. Nothing in this Section 5.1(d) shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, and may any such inconsistency shall be exercised concurrently, independently or successively, resolved in any order whatsoeverfavor of Colorado law applicable at the time of foreclosure.

Foreclosure and Sale. If an Event of Default shall occur Sell or offer for sale the Mortgaged Property, in such portions, order and be continuingparcels as Beneficiary may determine, Mortgagee shall have the right and option to take with or without having first taken possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame, to the extent highest bidder, for cash, at public auction. Such sale and notice thereof shall be made (i) in accordance with the manner permitted then applicable provisions of Section __________ of the ____________________ (or any successor statute), or (ii) by applicable law, accomplishing all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, aforesaid in such manner and upon as permitted or required by __________ of the ____________________ or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such notice as laws now exist or may be required hereafter amended or succeeded), or by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and other present or subsequent amendments or enactments relating to make conveyance to the purchaser or purchaserssame. Where If the Mortgaged Property is situated in more than one county, notice as above provided all required notices shall be posted given in each such county, and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such in which the Mortgaged Property is to will be sold. Nothing contained in this Section 7.03 The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, prima facie evidence of such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageefact. At any such sale: sale (aA) whether made under the power herein contained or contained, the aforesaid ____________________, the UCC, any other legal enactment, requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have been physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; , (bB) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (cC) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance non-payment of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein therein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (dD) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (eE) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money money, and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application thereof; , (fF) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventMortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor Grantor and against any and all other Persons persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Mortgagor; Grantor, and (gG) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. Commence proceedings to collect such sums, foreclose this Deed of Trust and sell the Trust Property. If an default shall be made in the payment of any amount due under this Deed of Trust, the Credit Agreement or any other Credit Document, then, upon Beneficiary’s demand, Grantor will pay to Beneficiary the whole amount due and payable under the Credit Agreement and the other Credit Documents and all other Indebtedness or Obligations; and if Grantor shall fail to pay such sums upon such demand, Beneficiary shall be entitled to xxx for and to recover judgment for the whole amount so due and unpaid together with costs and expenses including the reasonable compensation, expenses and disbursements of Beneficiary’s agents and attorneys incurred in connection with such suit and any appeal of such suit. Beneficiary shall be entitled to xxx and recover judgment, as set forth above, either before, after or during the pendency of any proceedings for the enforcement of this Deed of Trust, and the right of Beneficiary to recover such judgment shall not be affected by any taking, possession or foreclosure sale under this Deed of Trust, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Deed of Trust, or the foreclosure of the lien of this Deed of Trust. At the option of the Beneficiary, this Deed of Trust may be foreclosed by judicial proceedings, or the Beneficiary may without further notice direct the Trustee, and the Trustee is authorized and empowered, in accordance with applicable laws related to non-judicial foreclosure sales in effect, to foreclose the lien of this Deed of Trust, and to sell and dispose of the Trust Property and all the right, title, and interest of Grantor therein, by sale at any place authorized by law as may be specified in the notice of such sale to the highest bidder. The Trust Property may be sold as a whole or in separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and in such manner and order as the Trustee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, parcel, or tract of the Trust Property in one county does not extinguish or otherwise affect the right to exercise the power of sale with respect to the other parts, parcels, or tracts of the Trust Property in that or another county to satisfy the obligation secured by the Deed of Trust, and the right and power of sale arising out of any Event of Default shall occur and not be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted exhausted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may sales of the Trust Property. At the foreclosure Beneficiary shall be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, entitled to bid and to make conveyance to purchase the purchaser or purchasers. Where the Mortgaged Trust Property is situated in more than one county, notice as above provided and shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate entitled to apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged PropertyIndebtedness or Obligations, or any portion thereof, by private sale if, and in payment for the Trust Property. The Trustee shall be authorized to the extent that, retain an attorney to represent him in such private sale is permitted under the laws proceedings. The proceeds of the applicable jurisdiction or by public or private sale shall, after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any payment of the powers hereby conferred on MortgageeTrustee’s commission and Trustee’s reasonable attorneys’ fees, be applied in accordance with Section 4.6 herein. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting Trustee’s commission and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided Trustee attorneys’ fees payable herein and otherwise required by applicable law; (d) any under this Deed of Trust shall be limited to those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the outstanding balance of the Indebtedness. In the event foreclosure is commence, but not completed, Grantor shall pay Trustee’s commission and all prerequisites to the validity thereof expenses incurred by Trustee, including Trustee’s reasonable attorneys’ fees. Such commissions and Trustee’s attorneys’ fees shall be conclusively presumed limited to have been performed; (e) those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the receipt outstanding balance of Mortgagee, the Indebtedness. In case of a foreclosure sale of all or any part of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money Trust Property and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to of the application of such purchase moneythe proceeds of sale to the payment Indebtedness or Obligations, or Beneficiary shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any portion thereof remaining unpaid, with interest. The remedies provided to Trustee and Beneficiary in this paragraph shall be in any way answerable for any loss, misapplication or non-application thereof; (f) addition to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) not in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all any other rights and remedies provided hereunder in this Deed of Trust or afforded any other Credit Document, by applicable law or in equity, all of which rights and remedies may be exercised by Beneficiary independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy previously or not yet exercised. Without in any way limiting the generality of the foregoing, Beneficiary shall also have the following specific rights and remedies. (a) To make any repairs to the Trust Property which Beneficiary deems necessary or desirable for the purposes of sale. (b) To exercise any and all rights of set-off which Beneficiary may have against any account, fund, or property of any kind, tangible or intangible, belonging to Grantor which shall be in Beneficiary’s possession or under its control. (c) To cure such Event of Default, with the result that all costs and expenses incurred or paid by Beneficiary in effecting such cure shall be additional charges on the Indebtedness or Obligations which bear interest at the interest rate set forth in the Credit Agreement or applicable Credit Documents and are payable upon demand. (d) To foreclose on the Trust Property and to pursue any and all remedies available to Beneficiary at law or in equity, and may be exercised concurrently, independently or successively, in any order whatsoeverBeneficiary may desire, in Beneficiary’s sole discretion. Beneficiary may direct Trustee to expose to sale and sell, together with the real estate, any portion of the Trust Property which is personal property. If personal property is sold hereunder, it need not be at the place of sale. Trustee shall not be entitled to a commission for any completed or uncompleted sale of real or personal property under this Section 4.1.4 upon an Event of Default, but shall be entitled to collect all reasonable expenses and attorneys’ fees and court costs in connection with exercising its powers as Trustee.

Foreclosure and Sale. If Institute proceedings for the complete foreclosure of this Mortgage, in which case the Mortgaged 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 ten (10) days’ prior written notice shall be deemed commercially reasonable. With respect to the Premises located within the State of Alabama, in addition to any and all other rights and remedies of Mortgagee, if an Event of Default shall occur and be continuinghave occurred, Mortgagee shall have may, either with or without entry or taking possession as hereinafter provided or otherwise, sell the right and option to take possession Premises or any portion thereof at public outcry, in front of the Mortgaged Property and/or proceed with foreclosure and to sellcourthouse door of the county wherein the Premises are located, to the extent highest bidder for cash, either in person or by auctioneer, after first giving notice of the time, place and terms of such sale by publication once a week for three (3) successive weeks in some newspaper published in said county, and, upon the manner permitted by applicable lawpayment of the purchase money, all Mortgagee or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner person conducting said sale for it is authorized and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, empowered to execute and to make conveyance deliver to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyat said sale, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and a deed to the extent thatproperty so purchased, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver Mortgagor. The equity of redemption from this Mortgage may also be foreclosed by suit in any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name court of Mortgagor competent jurisdiction as now provided by law in the exercise case of any of the powers hereby conferred on Mortgageepast due mortgages. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) Mortgagor subject to the extent and all applicable statutory rights of redemption under such circumstances as are permitted by applicable law, . Mortgagee may be a purchaser at any such salesale and if Mortgagee is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to Mortgagee may credit the amount portion of the then unpaid Senior Secured Note purchase price that would be distributed to Mortgagee against the Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash paymentpaying cash. Each remedy provided in In the event this instrument Mortgage is distinct from and cumulative with all other rights and remedies provided hereunder or afforded foreclosed by applicable law or equityjudicial action, and may be exercised concurrently, independently or successively, in any order whatsoeverappraisement of the Mortgaged Property is waived.

Foreclosure and Sale. If Mortgagee may (i) institute and maintain an Event action of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of mortgage foreclosure against the Mortgaged Property and/or proceed with foreclosure and to sellthe interests of the Mortgagor therein, to (ii) institute and maintain an action on any instruments evidencing the extent and in the manner permitted by applicable law, all Secured Debt or any portion thereof, and (iii) take such other action at law or in equity for the enforcement of the Mortgaged Property at one Credit Agreement, the Loan Documents or more salesany of the other Security Documents as the law may allow, as an entirety or and in parcels, at each such place or placesaction Mortgagee shall be entitled to all costs of suit and attorneys’ fees. Mortgagee may institute proceedings for the complete foreclosure of this Mortgage by judicial action, in such manner and upon such notice as may be required by applicable law, or, in which case the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, notices required or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. UCC, Mortgagor hereby irrevocably appoints Mortgagee to agrees that ten (10) days’ prior written notice shall be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageedeemed commercially reasonable. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings proceedings, or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable lawLaw, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and . Mortgagee or Administrative Agent (gif different than Mortgagee) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale. If Mortgagee is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to Mortgagee may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to the amount of its bid (Secured Debt in accordance with the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverCredit Agreement.

Foreclosure and Sale. If Mortgagee may proceed to protect and enforce the rights of Mortgagee 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 Event injunction against the violation of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession any of the Mortgaged Property and/or proceed with 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 foreclose the lien hereof, there shall be allowed and to sell, to the extent and included as additional indebtedness hereby secured in the manner permitted by applicable lawdecree of sale, all expenditures and expenses authorized by the Act and all other expenditures and expenses which may be paid or any portion incurred by or on behalf of mortgagee for attorney’s fees, appraiser’s 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 Mortgaged Property at one or more salesdecree, as an entirety or in parcelsof procuring all such abstracts of title, at such place or placestitle searches and examinations, in such manner title insurance policies, and upon such notice as may be required by applicable law, or, in the absence of any such requirement, similar data and assurances with respect to title as Mortgagee may deem appropriate, and necessary either to make conveyance prosecute such suit or to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property evidence to bidders at sales which may be sold in any had pursuant to such county decree the true conditions of the title to or the value of the Premises. All expenditures and any such notice shall designate expenses of the county where such Mortgaged Property is to be sold. Nothing contained nature mentioned in this Section 7.03 shall and such other expenses and fees as may be construed so as to limit 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 Mortgagee in any way Mortgagee's rights to sell litigation or proceedings affecting this Mortgage, the Mortgaged PropertyNote or the Premises, including bankruptcy proceedings, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws in preparation of the applicable jurisdiction commencement or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise defense of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained proceedings or any other legal enactmentthreatened suit or proceeding, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained otherwise in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the saledealing specifically therewith, shall be a sufficient discharge so much additional indebtedness hereby secured and shall be immediately due and payable by Mortgagor, with interest thereon at the Default Interest Rate until paid. If, following any sale pursuant to this Section, any indebtedness secured hereby, whether or not then due and payable, shall remain unpaid or unsatisfied in any respect, the Loan Documents and all obligations of Mortgagor thereunder shall continue in full force and effect, subject to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount provisions of the then Section of this Mortgage entitled “Limited Right of Recourse,” until such unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument and unsatisfied Indebtedness is distinct from fully paid and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeversatisfied as therein provided.

Foreclosure and Sale. [To be modified based upon state specific requirements] If the Obligations have been accelerated, sell or direct the Trustee to sell through power of sale, or institute an Event of Default shall occur action to foreclose this Security Instrument, or take such other action as may be allowed at law or in equity, for the enforcement hereof and be continuing, Mortgagee shall have realization on the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and Collateral or any other security which is herein or elsewhere in the manner permitted by applicable law, all Loan Documents provided for the Collateral or any portion of the Mortgaged Property part thereof at one or more salessales before the door of the courthouse of the county in which the Property or any part of the Property is situated, or such other place as an entirety is required or permitted by Applicable Law, without notice except as required or set forth herein or otherwise required by Applicable Law, to the highest bidder for cash, or to proceed to final judgment and execution thereon, in order to pay the Obligations, and all expenses of sale and of all proceedings in connection therewith, including the reasonable fees and expenses of the Trustee, reasonable attorneys’ fees, all costs of suit, interest at the Post-Default Rate as provided in the Credit Agreement on any judgment obtained by Agent from and after the date of any sale of the Collateral (which may be sold in one parcel or in such parcels, at such place manner or placesorder as Agent shall elect) until actual payment is made of the full amount due Agent and Lenders, in such manner and upon such notice as may be required by applicable without further stay, any law, or, in usage or custom to the absence of contrary notwithstanding. At any such requirementsale under power of sale, as Mortgagee Trustee may deem appropriate, execute and to make conveyance deliver to the purchaser or purchasers. Where purchasers at such sale or sales a trustee’s deed or other appropriate conveyance of the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, Collateral or any portion thereofpart of the Collateral in fee simple, by private sale ifwith full warranties of title, and to this end Grantor hereby constitutes and appoints Trustee the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the agent and attorney-in-fact of Mortgagor (Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title and equity that Grantor may have in and to the Collateral and to vest the same in the purchaser or purchasers at such sale or sales; and all the acts and doings of said 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 Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest) interest and in are irrevocable by death or otherwise, are granted as cumulative of the name and on behalf other remedies provided hereby or by law for collection of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliverthe Obligations, and to do and perform shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Obligations. In the event of any other acts or things which Mortgagor ought to do and perform sale under the covenants herein contained and, generally, to use the name this Security Instrument by virtue of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactmentgranted, or by virtue of pursuant to any order in any judicial proceedings or otherwise, the Collateral may be sold as an entirety or in separate parcels and in such manner or order as Agent in its sole discretion may elect or direct Trustee to elect, and if Agent so elects, Agent may sell the Personalty covered by this Security Instrument at one or more separate sales in any other legal rightmanner permitted by the Uniform Commercial Code as adopted in the State of [Insert State], remedy and one or recourse, it more exercises of the powers herein granted shall not be necessary for Mortgagee to have physically presentextinguish nor exhaust such powers, until the entire Collateral is sold or to have constructive possession ofthe Obligations are paid in full. If the Obligations are now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Agent may at its option exhaust the Mortgaged Property (Mortgagor hereby covenanting remedies granted under any of said security instruments, either concurrently or independently, and agreeing to deliver to Mortgagee in such order as Agent may determine. Immediately upon the first insertion of any portion of the Mortgaged Property not actually advertisement or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession notice of any such property sale, there shall pass be and become due and owing from the Grantor all reasonable expenses incident to said advertisement or notice, all court costs and all reasonable expenses incident to any foreclosure proceedings brought under this Security Instrument, including reasonable attorneys’ fees. No party shall be required to receive only the aggregate indebtedness then secured hereby with the interest thereon to the purchaser thereof as completely as if date of payment unless the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed shall be accompanied by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy tender of the matters recited thereinsaid expenses, includingcosts and commissions. Agent, without limitationmay, nonpayment and/or nonperformance in addition to and not in abrogation of the Senior Secured Note Obligations and advertisement and conduct of such sale in rights covered under the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgageeimmediately preceding subparagraph, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be elsewhere in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoeverthis Article VI, either at with or without entry or taking possession as herein provided or otherwise, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (including i) to enforce payment of the Obligations, [the Guaranty] or the performance of any statutory term, covenant, condition or common law agreement of this Security Instrument or any other right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gii) to the extent and under such circumstances pursue any other remedy available to it, all as are permitted by applicable law, Mortgagee may be a purchaser Agent at any such sale, and its sole discretion shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverelect.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction (including, without limitation, the procedures set forth in Article 14 of the New York Real Property Actions and Proceedings Law and any amendments or substitute statutes in regard thereto) or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor in the exercise of all or any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person party or officer making the sale, shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Obligations (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently independently, or successively, in any order whatsoever. All notices hereunder or under any applicable law pertaining hereto (including, without limitation, Article 14 of the New York Real Property Actions and Proceedings Law) shall be in writing and shall be deemed sufficiently served for all purposes when given pursuant to Section 8.05 hereof or as otherwise permitted by Article 14 of the New York Real Property Actions and Proceedings Law.

Foreclosure and Sale. If an Event of Default shall occur Lender may (a) direct Trustee to sell (and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and Trustee is hereby empowered to sell, to the extent and in the manner permitted by applicable law, ) all or any portion part of the Mortgaged Property at one public auction to the last and highest bidder for cash (free of any equity of redemption, homestead, dower, courtesy or more salesother exemption, as an entirety or in parcels, all of which are expressly waived by Grantor) at such time and place or places, in such manner and upon such notice terms and conditions as may be required by applicable law or rule of court and after having complied with the North Carolina law applicable to power of sale foreclosures provided in Article 2A of Section 45 of the North Carolina General Statutes (a “Power of Sale Foreclosure”); (b) elect to foreclose this Deed of Trust pursuant to a judicial foreclosure action; or (c) take such other action at law, orequity or by contract for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow. In any action or proceeding to foreclose this Deed of Trust or to collect the sums secured hereby, Lender may proceed therein to final judgment and execution for the entire unpaid balance of the Obligations, together with all future advances and any other sums due by Grantor in accordance with the provisions of this Deed of Trust, together with interest from the date of default at the Default Rate as set forth in the absence Note) and all expenses of sale and of all proceedings in connection therewith, including reasonable attorneys’ fees. The unpaid balance of any such requirementjudgment shall bear interest at the greater of (a) the statutory rate provided for judgments, as Mortgagee may deem appropriate, and or (b) the Default Rate. In the event that Lender elects to make conveyance to direct the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights Trustee to sell the Mortgaged PropertyProperty pursuant to a Power of Sale Foreclosure, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such salefollowing provisions shall apply: (a) whether made under in exercising the power herein contained of sale and selling the Property, the Trustee shall comply with the provisions of North Carolina law governing power of sale foreclosures and shall give such notice of hearing as to the commencement of foreclosure proceedings, obtain such findings and leave of court, and give such notice of and advertise such foreclosure sale all as may then be required by such law; (b) upon such foreclosure sale or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourserequired resale, it shall not be necessary lawful for Mortgagee the Trustee to convey the Property (or such portion thereof as may have physically present, been sold) to the successful bidder by way of a Trustee’s deed without any covenant or warranty and any recitals of fact in such Trustee’s deed shall be prima facie evidence of such facts; (c) subject to have constructive possession ofthe limitation set forth in Section 8.4, the Mortgaged Trustee shall be entitled to a reasonable Trustee’s fee as provided in N.C.G.S. § 45-21.15, not to exceed the maximum fee allowed by applicable law (the “Commission”) as well as reimbursement for any attorney’s fees incurred by Trustee; (d) the Trustee shall apply the proceeds of the sale first to the payment of all expenses and costs incurred in connection with such sale, including without limitation, advertising costs, title examination fees, transfer taxes, and court costs; second to the payment of the Trustee’s Commission; third to payment of any taxes or governmental assessments which may be a lien against the Property, unless Trustee advertised and sold the Property subject to such taxes or assessments; and fourth, to the payment of the Obligations and sums secured hereby, with the excess, if any, of such proceeds after the payment in full of the Obligations and secured sums being distributed to the person or persons entitled thereto as their interests may appear; (Mortgagor hereby covenanting e) if the Trustee commences a Power of Sale Foreclosure and agreeing such proceeding is terminated prior to deliver the completion thereof, Grantor shall pay to Mortgagee Trustee all expenses incurred by Trustee in connection with such proceeding; (f) at any sale conducted by the Trustee, Lender may bid for and become the purchaser of the Property or such portion thereof as has been offered for sale and in lieu of paying cash therefor Lender may take settlement of the purchase price by a credit upon the Obligations due and payable and secured by this Deed of Trust; (g) the Trustee may require the successful bidder at any sale to deposit immediately with the Trustee cash or certified check in an amount up to twenty-five percent (25%) of the bid and such bid may be rejected if the deposit is not immediately made; (h) pursuant to Section 25-9-604(a), (b) and (c) of the North Carolina General Statutes (or any amendment thereto), the Trustee is expressly authorized and empowered to expose to sale and sell, together with the Real Estate, any portion of the Mortgaged Property which constitutes personal property (if personal property is sold hereunder, it need not actually be at the place of sale); (i) any sale scheduled by the Trustee may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law; and (j) the sale by Trustee of less than the whole of the Property shall not exhaust the right to sell any remainder of the Property and Trustee is specifically empowered to make a successive sale or constructively possessed by Mortgagee immediately upon demand by Mortgagee) sales until the whole of the Property shall be sold; and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Obligations, this Deed of Trust and the lien hereof shall remain in the manner provided herein full force and otherwise required by applicable law; (d) any and all prerequisites effect as to the validity thereof unsold portion of the Property just as though no sale had been made. Beneficiary or Trustee may, after an Event of Default, advise third parties of the amount (or estimated amount) of principal, interest and expenses that will be outstanding as of the date of any foreclosure sale and may share any other available information regarding the Property. Following the occurrence of an Event of Default hereunder, any “release” provision included herein or in any other document whereby Beneficiary agreed to release all or part of the Property upon the payment of less than all of the Obligations shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, become void and Beneficiary shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns or personal representatives shall thereafter no longer be obligated to see to release any of the application of such purchase money, or be Property until the secured indebtedness has been paid in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser full. Grantor agrees that Grantor will not bid at any such sale hereunder and will not allow others to bid on Grantor’s behalf unless, at the time of sale, and shall have Grantor has cash sufficient to pay at the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverbid.

Foreclosure and Sale. If an Event Foreclosure of Default shall occur this Mortgage may be either pursuant to a power of sale which is hereby granted by statutory advertisement and be continuingsale or by instituting a foreclosure suit in any court having jurisdiction. Mortgagee may, in lieu of or in addition to exercising the power of sale hereafter given, proceed by a suit or suits, in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted. Mortgagee, as Mortgagee shall have the right and option to take possession of may elect, may also cause the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion part thereof to be sold under the power of the Mortgaged Property at one or more salessale granted herein pursuant to Wyo. Stat. §§ 34-4-101 et seq., as an entirety or in parcels, amended from time to time. Such sale shall take place at such place or places, places and otherwise in such manner and upon such notice as may be required by applicable law, or, ; or in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where If the Mortgaged Property is situated in more than one county, notice as above provided all required notices shall be posted given in each such county, and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such in which the Mortgaged Property is to will be sold. Nothing contained in this Section 7.03 The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, prima facie evidence of such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageefact. At any such sale: sale (ai) whether made under the power of sale herein contained or contained, the UCC, any other legal enactment, requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have been physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) ), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance non-payment of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein therein and otherwise required by applicable law; , (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money money, and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventMortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor Grantor and against any and all other Persons persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Mortgagor; Grantor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, Mortgagee and any entity related by ownership or control to Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or proceed Trustee to proceed, with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged such Deed of Trust Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Deed of Trust Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Deed of Trust Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Deed of Trust Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Deed of Trust Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor The Trustor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of Mortgagor (coupled with an interest) the Trustor and in the name and on behalf of Mortgagor the Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor the Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor the Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor the Trustor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee; provided that, neither the Trustee nor the Mortgagee shall exercise any such powers unless an Event of Default shall have occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor the Trustor hereby covenanting and agreeing to deliver to Mortgagee the Trustee any portion of the Mortgaged Deed of Trust Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon Mortgagor the Trustor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor the Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; the Trustor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Deed of Trust or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Deed of Trust or under any other Loan Document or any Secured Transaction Document. Written notice mailed to the Trustor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable Requirements of Law, the Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in (or offshore of) more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 5.2 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws Requirements of Law of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Each Mortgagor hereby irrevocably appoints Mortgagee appoints, effective upon the occurrence and during the continuance of an Event of Default, the Mortgagee, with full power of substitution, to be the attorney-in-fact of such Mortgagor (coupled with an interest) and in the name and on behalf of such Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which that such Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which that such Mortgagor ought to do and perform under the covenants herein contained andcontained, generally, and generally to use the name of such Mortgagor in the exercise of all or any of the powers hereby conferred on the Mortgagee. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for the Mortgagee to have be physically presentpresent at, or to have constructive possession of, the Mortgaged Property (each Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Mortgagee immediately upon demand by the Mortgagee’s demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Mortgagee shall contain a general warranty of title, binding upon the applicable Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor agent hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, each Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against each Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under each such Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral and/or (ii) the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Mortgage or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Mortgagee under any other provision of this Mortgage or equityunder any other Credit Document. Written notice mailed to a Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral owned by such Mortgagor that is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, then the Mortgagee shall have the following rights and remedies, to the extent permitted by applicable law: (a) The Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or Trustee to proceed or proceeding with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required or permitted by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of the Mortgagor (coupled with an interest) and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which in connection with any such sale that the Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on Mortgageethe Trustee and/or the Mortgagee in connection with any such sale. At any such sale, to the extent permitted by applicable law: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.13) in lieu of cash payment. Each remedy provided . (b) The Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral, and the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Deed of Trust or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Deed of Trust or under any other Secured Transaction Document. Written notice sent to the Mortgagor, after the occurrence of an Event of Default and may as provided herein, at least ten (10) days prior to (i) the date of public sale of any part of the UCC Collateral, or (ii) the date after which private sale of any such UCC Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall be deemed sent within a reasonable time.

Foreclosure and Sale. If an Event of Default shall occur (i) Sell or offer for sale the Secured Property in such portions, order and be continuingparcels as Grantee may determine, Mortgagee shall have the right and option to take with or without having first taken possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame, to the extent and highest bidder for cash at public auction. Such sale shall be made in accordance with the manner permitted provisions of Section 4.1(d)(ii) below relating to the sale of real estate or by applicable law, all or any portion Chapter 9 of the Mortgaged Property at one UCC relating to the sale of collateral after default by a debtor (as such laws now exist or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser hereafter amended or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable lawsucceeded), and all such Mortgaged Property may be sold in or by any such county and other present or subsequent articles or enactments relating to same. With respect to any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, notices required or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to UCC, Grantor agrees that ten (10) days’ prior written notice shall be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageedeemed commercially reasonable. At any such sale: sale (aA) whether made under the power herein contained or contained, the UCC, any other legal enactment, requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Grantee to have be physically present, present at or to have constructive possession of, of the Mortgaged Secured Property (Mortgagor hereby covenanting and agreeing to Grantor shall deliver to Mortgagee Grantee any portion of the Mortgaged Secured Property not actually or constructively possessed by Mortgagee Grantee immediately upon demand by Mortgagee) Grantee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same Grantee had been actually present and delivered to purchaser at such sale; , (bB) each instrument of conveyance executed by Mortgagee Grantee shall contain a general warranty warranties of titletitles (or limited or no warranties if Grantee shall so elect), binding upon Mortgagor and its successors and assigns; Grantor, (cC) each and every recital contained in any instrument of conveyance made by Mortgagee Grantee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations Indebtedness and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; , (dD) any and all prerequisites to the validity thereof of such sale shall be conclusively presumed to have been performed; , (eE) the receipt of Mortgagee, Grantee or of such other Person or officer party making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; , and (fF) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Grantor. Upon any sale made under or by virtue of this Article 4 (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), Grantee may bid for and acquire the Secured Property or any part thereof and in lieu of paying cash therefore may make settlement for the purchase price by crediting upon the Indebtedness the net sale price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Grantee is authorized to deduct under this Security Deed. (gii) Sell the Secured Property or any part of the Secured Property at public sale or sales before the door of the courthouse of the county in which the Secured Property or any part of the Secured Property is situated, to the extent highest bidder for cash in order to pay the Indebtedness secured hereby and under accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, and all expenses of the sale and of all proceedings in connection therewith, including reasonable attorneys’ fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such circumstances as sale (but without regard to the number of days) in a newspaper in which Sheriff’s sales are permitted by applicable law, Mortgagee may be a purchaser at advertised in said county. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Secured Property or any part of the Secured Property in fee simple, with full warranties of title (or without warranties if Grantee shall have so elect) and to this end, Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, after paying title and interest, equity and equity of redemption that Grantor may have in and to the Secured Property and to vest the same in the purchaser or accounting for all costs of said purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as to credit the amount facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder hereby or afforded by applicable law or equity, for collection of the Indebtedness secured hereby and shall not be exhausted by one exercise thereof but may be exercised concurrentlyuntil full payment of all Indebtedness secured hereby. Grantee may adjourn from time to time any sale by it to be made under or for such adjourned sale or sales; and, independently except as otherwise provided by any applicable provision of law, Grantee, without further notice or successivelypublication, in any order whatsoevermay make such sale at the time and place to which the same shall be so adjourned.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee shall have may elect to sell the right and option to take possession Mortgaged Property or --------------- 3 Include where Mortgagor is not Terex. any part of the Mortgaged Property and/or by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed with and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and to sellplace of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the extent and in highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the manner permitted by applicable law, Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriatesale, and from time to make conveyance time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to the purchaser or purchasers. Where sell the Mortgaged Property is situated may make such sale at the time fixed by the last postponement, or may, in more than one countyits discretion, give a new notice as above provided shall be posted and filed in all of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such counties sale. (if such notices are required by applicable law), and all such b) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any such county and any such notice sale shall designate apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private proceeds of sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf manner set forth in Section 2.08. (c) Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; Mortgaged Property has been sold. (d) any If an Event of Default shall occur and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgageecontinuing, Mortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent and under such circumstances as are permitted by applicable lawObligations, Mortgagee may be a purchaser at or the performance of any such saleterm, and shall have the covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.or

Foreclosure and Sale. If Institute proceedings for the complete foreclosure of this Mortgage, in which case the Mortgaged 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 ten (10) days’ prior written notice shall be deemed commercially reasonable. In addition to any and all other rights and remedies of Mortgagee, upon the occurrence and during the continuance of an Event of Default shall occur and be continuinghave occurred, Mortgagee shall have may, either with or without entry or taking possession as hereinafter provided or otherwise, sell the right and option to take possession Premises or any portion thereof at public outcry, in front of the Mortgaged Property and/or proceed with foreclosure and to sellcourthouse door of the county or counties, as may be required, wherein the Premises are located, to the extent highest bidder for cash, either in person or by auctioneer, after first giving notice of the time, place and terms of such sale together with a description of the property to be sold by publication once a week for three (3) successive weeks prior to said sale in a newspaper having a general circulation in the manner permitted by applicable lawcounty or counties, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable lawrequired, orwhere the property is located, in and, upon the absence payment of the purchase money, Mortgagee or any such requirement, as Mortgagee may deem appropriate, person conducting said sale for it is authorized and empowered to make conveyance execute and deliver to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyat said sale, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and a deed to the extent that, such private sale is permitted under the laws property so purchased. The equity of the applicable jurisdiction or redemption from this Mortgage may also be foreclosed by public or private sale after entry of a judgment by suit in any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and as now provided by law in the name and on behalf case of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageepast due mortgages. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) Mortgagor subject to the extent and all applicable statutory rights of redemption under such circumstances as are permitted by applicable law, . Mortgagee or any of the other Secured Parties may be a purchaser at any such sale. If Mortgagee or such other Secured Party is the highest bidder, and shall have the right, after paying Mortgagee or accounting for all costs of said sale or sales, to such other Secured Party may credit the amount portion of the then unpaid Senior purchase price that would be distributed to Mortgagee or such other Secured Note Party against the Secured Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash paymentpaying cash. Each remedy provided in In the event this instrument Mortgage is distinct from and cumulative with all other rights and remedies provided hereunder or afforded foreclosed by applicable law or equityjudicial action, and may be exercised concurrently, independently or successively, in any order whatsoeverappraisement of the Mortgaged Property is waived.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have In the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry event of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor Foreclosure Sale, (coupled a) So long as Tenant complies with an interest) this Agreement and is not in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform default under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred provisions of the Lease, the Lease shall continue in full force and effect as a direct lease between Beneficiary and Tenant, and Beneficiary will not disturb the possession of Tenant, subject to this Agreement. Tenant agrees to attorn to and accept Beneficiary as Landlord under the Lease and to be bound by and perform all of the obligations imposed by the Lease. Upon Beneficiary's acquisition of title to the Property, Beneficiary will perform all of the obligations imposed on Mortgagee. At any such salethe Landlord by the Lease except as set forth in this Agreement; provided, however, that Beneficiary shall not be: (ai) whether liable for any act or omission of a prior landlord (including Landlord); or (ii) subject to any offsets for defenses that Tenant might have against any prior landlord (including Landlord;) or (iii) bound by any rent or additional rent which Tenant might have paid in advance to any prior landlord (including Landlord) for a period in excess of one month or by any security deposit, cleaning deposit or other sum that Tenant may have paid in advance to any prior landlord (including Landlord); or (iv) bound by any amendment, modification, assignment or termination of the Lease made under without the power herein written consent of Beneficiary; (v) obligated or liable with respect to any representations, warranties or indemnities contained in the Lease; or (vi) liable to Tenant or any other legal enactment, or by virtue party for any conflict between the provisions of the Lease and the provisions of any judicial proceedings or any other legal right, remedy or recourse, it shall lease affecting the Property which is not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed entered into by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; Beneficiary. (b) each instrument Upon the written request of conveyance executed by Mortgagee Beneficiary after a Foreclosure Sale, the parties shall contain execute a general warranty lease of titlethe Premises upon the same provisions as contained in the Lease between Landlord and Tenant, binding upon Mortgagor and its successors and assigns; except as set forth in this Agreement, for the unexpired term of the Lease. (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites If Beneficiary acquires title to the validity thereof Property as a result of a Foreclosure Sale, the Lease shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances automatically amended as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.Exhibit B.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or proceed Trustee to proceed, with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged such Deed of Trust Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Deed of Trust Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Deed of Trust Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Deed of Trust Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Deed of Trust Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor The Trustor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of Mortgagor (coupled with an interest) the Trustor and in the name and on behalf of Mortgagor the Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor the Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor the Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor the Trustor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee; provided that, neither the Trustee nor the Mortgagee shall exercise any such powers unless an Event of Default shall have occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor the Trustor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Deed of Trust Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon Mortgagor the Trustor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor the Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; the Trustor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted provided by applicable law, Beneficiary shall become and be entitled, as of right, without notice and without regard to the adequacy of the Deed of Trust Property or the Collateral as security for the Obligations hereby secured (a) to employ counsel to enforce payment of the obligations secured hereby, (b) to proceed with foreclosure by: (i) with respect to that portion of the Deed of Trust Property located in or adjacent to the Deed of Trust State directing the Trustee to proceed by power of sale, and (ii) with respect to that portion of the Deed of Trust Property located in or adjacent to the Mortgage State, (A) judicial action or proceeding, or (B) if permitted in the Mortgage State by power of sale to sell all or any portion of such Deed of Trust Property and (c) to exercise such other rights and remedies granted herein, in any other Loan Document or by law and equity, which rights and remedies shall be cumulative and not exclusive. Trustee or Beneficiary (as the case may be) may sell said Deed of Trust Property either as a whole or in separate parcels, and in such order as it may determine. The purchase price shall be payable in lawful money of the United States at the time of the sale. In exercising the power of sale contained herein, Trustee or Beneficiary (as the case may be) may hold one or more sales of all or any portion of the Mortgaged Deed of Trust Property by public announcement at the time and place of sale set forth in the notice thereof, and from time to time thereafter may postpone such sale or sales of all or any portion of the Deed of Trust Property to the same or separate days by public announcement at such time fixed by the preceding postponement. Any Person, including Trustee or Beneficiary, may purchase at such sale. Beneficiary may credit bid at any such sale, and if Beneficiary is the successful purchaser, it may apply any of the outstanding Obligations secured hereby in settlement of the purchase price. Beneficiary may resort to and realize upon the security hereunder and any other real or personal property security now or hereafter held by Beneficiary for the Obligations secured hereby in such order and manner as Beneficiary may, in its sole discretion, determine. Resort to any or all such security may be taken concurrently or successively and in one or more salesseveral consolidated or independent judicial actions or nonjudicial proceedings, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be soldboth. Nothing contained in this Section 7.03 herein shall be construed so as to limit in any way Mortgagee's Trustee’s or Beneficiary’s (as the case may be) rights to sell the Mortgaged Deed of Trust Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor Trustor hereby irrevocably appoints Mortgagee Trustee, with respect to the Deed of Trust Properties located in the Deed of Trust State, and Beneficiary, with respect to the Deed of Trust Properties located in the Mortgage State, to be the attorney-in-fact attorney of Mortgagor (coupled with an interest) Trustor and in the name and on behalf of Mortgagor Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor Trustor in the exercise of all or any of the powers hereby conferred on MortgageeTrustee and Beneficiary, provided, however, that Trustee and Beneficiary each hereby agree not to exercise its rights under this power of attorney unless an Event of Default has occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee or Beneficiary to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee or Beneficiary shall contain a general warranty of title, binding upon Mortgagor Trustor and its successors and assigns; , (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (diii) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (eiv) the receipt of Mortgagee, Trustee or Beneficiary or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fv) to the fullest extent permitted by applicable law, Mortgagor Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Trustor and (gvi) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Obligations in lieu of cash payment. (b) Upon the happening and during the continuance of any of the Events of Default, Beneficiary is and shall be entitled to all of the rights, powers and remedies afforded a secured party by the Uniform Commercial Code with respect to the Collateral, or Trustee or Beneficiary may proceed as to both the real/immovable and personal property covered hereby in accordance with the rights and remedies granted under this Deed of Trust in respect of the real/immovable property covered hereby. Each remedy provided Without limiting the generality of the foregoing, Beneficiary, without demand of performance or other demand, presentment, protest, advertisement, notice of intent to accelerate, notice of acceleration or notice of any kind (except any notice required by law referred to below) to or upon Trustor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Beneficiary, Trustee or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Beneficiary, Trustee or any Lender shall 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 the Collateral so sold, free of any right or equity of redemption in Trustor, which right or equity is hereby waived and released. If an Event of Default shall occur and be continuing, Trustor further agrees, at Beneficiary’s request, to assemble the Collateral and make it available to Beneficiary at places which Beneficiary shall reasonably select, whether at Trustor’s premises or elsewhere. Any such sale or transfer by Beneficiary either to itself or to any other Person shall be absolutely free from any claim of right by Trustor, including any equity or right of redemption, stay or appraisal which Trustor has or may have under any rule of law, regulation or statute now existing or hereafter adopted. Upon any such sale or transfer, Beneficiary shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. Beneficiary shall apply the net proceeds of any action taken by it pursuant to this Section 5.02, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Beneficiary and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 8.03 of the Credit Agreement, and only after such application and after the payment by Beneficiary of any other amount required by any provision of law, including, without limitation, Section 9-615 of the Uniform Commercial Code, need Beneficiary account for the surplus, if any, to Trustor. To the extent permitted by applicable law, Trustor waives all claims, damages and demands it may acquire against Trustee, Beneficiary or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. (c) In the event that Beneficiary elects not to sell the Collateral, Beneficiary retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. The disposition of the Collateral described in this instrument is distinct from Deed of Trust shall constitute a disposition in a commercially reasonable manner to the extent permitted by law. Beneficiary may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral. (d) Beneficiary may proceed as to the Deed of Trust Property constituting Collateral in accordance with Beneficiary’s rights and cumulative remedies in respect to the Deed of Trust Property or sell the Deed of Trust Property constituting Collateral separately and without regard to the remainder of the Deed of Trust Property in accordance with all Beneficiary’s rights and remedies provided by this Deed of Trust, the other Loan Documents, the Uniform Commercial Code, as well as other rights and remedies provided hereunder or afforded by applicable at law or in equity. (e) Upon the occurrence and during the continuance of an Event of Default, and this Deed of Trust may be exercised concurrentlyforeclosed as to the Deed of Trust Property, independently or successivelyany part thereof, in any order whatsoever.manner permitted by applicable law. Cumulative of the foregoing and the other provisions of this Section 5.02:

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable Requirement of Law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or Trustee to proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the such Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 5.2 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws Requirements of Law of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. The Mortgagor hereby irrevocably appoints Mortgagee appoints, effective upon the occurrence and during the continuance of an Event of Default, the Trustee and the Mortgagee, with full power of substitution, to be the attorney-in-fact of the Mortgagor (coupled with an interest) and in the name and on behalf of the Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which that the Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which that the Mortgagor ought to do and perform under the covenants herein contained and, and generally, to use the name of the Mortgagor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Property (the Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by the Mortgagee’s demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon the Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral and/or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Mortgage or afforded by applicable law in respect of the Collateral. Such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Mortgage or under any other Credit Document. Written notice mailed to the Mortgagor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral that is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. If an Event Institute proceedings for the complete foreclosure of Default shall occur and be continuing, Mortgagee shall have the right and option this Mortgage by judicial action or by power of sale subject to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by accordance with applicable law, all or any portion in either of which cases the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold for cash or credit in any such county and any such notice shall designate the county where such Mortgaged Property is to be soldone or more parcels. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled In connection with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any remedy under this Mortgage during the continuance of an Event of Default, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable with respect to any notices required or permitted under the powers hereby conferred on MortgageeUCC with respect to such remedy. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or sale by virtue of any judicial proceedings proceedings, power of sale, or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present thereof, and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estateclaim, claim equity, equity of redemption, and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to . Mortgagee or any of the extent and under such circumstances as are permitted by applicable law, Mortgagee Lenders may be a purchaser at any such sale. If Mortgagee or any Lender is the highest bidder, and shall have the right, after paying Mortgagee or accounting for all costs of said sale or sales, to such Lender may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to Mortgagee or such Lender against the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash paymentpaying cash. Each remedy provided in In the event this instrument Mortgage is distinct from and cumulative with all other rights and remedies provided hereunder or afforded foreclosed by judicial action, appraisement of the Mortgaged Property is waived, to the extent permitted by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverlaw.

Foreclosure and Sale. Commence proceedings to collect such sums, foreclose this Deed of Trust and sell the Trust Property. If an default shall be made in the payment of any amount due under this Deed of Trust, the Credit Agreement or any other Credit Document, then, upon Beneficiary’s demand, Grantor will pay to Beneficiary the whole amount due and payable under the Credit Agreement and the other Credit Documents and all other Indebtedness or Obligations; and if Grantor shall fail to pay such sums upon such demand, Beneficiary shall be entitled to xxx for and to recover judgment for the whole amount so due and unpaid together with costs and expenses including the reasonable compensation, expenses and disbursements of Beneficiary’s agents and attorneys incurred in connection with such suit and any appeal of such suit. Beneficiary shall be entitled to xxx and recover judgment, as set forth above, either before, after or during the pendency of any proceedings for the enforcement of this Deed of Trust, and the right of Beneficiary to recover such judgment shall not be affected by any taking, possession or foreclosure sale under this Deed of Trust, or by the exercise of any other right, power or remedy for the enforcement of the terms of this Deed of Trust, or the foreclosure of the lien of this Deed of Trust. At the option of the Beneficiary, this Deed of Trust may be foreclosed by judicial proceedings, or the Beneficiary may without further notice direct the Trustee, and the Trustee is authorized and empowered, in accordance with applicable laws related to non-judicial foreclosure sales in effect, to foreclose the lien of this Deed of Trust, and to sell and dispose of the Trust Property and all the right, title, and interest of Grantor therein, by sale at any place authorized by law as may be specified in the notice of such sale to the highest bidder. The Trust Property may be sold as a whole or in separate parts, parcels, or tracts, including separate parts, parcels or tracts located in the same county, and in such manner and order as the Trustee in its sole discretion may elect. The exercise of the power of sale with respect to a separate part, parcel, or tract of the Trust Property in one county does not extinguish or otherwise affect the right to exercise the power of sale with respect to the other parts, parcels, or tracts of the Trust Property in that or another county to satisfy the obligation secured by the Deed of Trust, and the right and power of sale arising out of any Event of Default shall occur and not be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted exhausted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may sales of the Trust Property. At the foreclosure Beneficiary shall be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, entitled to bid and to make conveyance to purchase the purchaser or purchasers. Where the Mortgaged Trust Property is situated in more than one county, notice as above provided and shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate entitled to apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged PropertyIndebtedness or Obligations, or any portion thereof, by private sale if, and in payment for the Trust Property. The Trustee shall be authorized to the extent that, retain an attorney to represent him in such private sale is permitted under the laws proceedings. The proceeds of the applicable jurisdiction or by public or private sale shall, after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any payment of the powers hereby conferred on MortgageeTrustee’s commission and Trustee’s reasonable attorneys’ fees, be applied in accordance with Section 4.6 herein. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting Trustee’s commission and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided Trustee attorneys’ fees payable herein and otherwise required by applicable law; (d) any under this Deed of Trust shall be limited to those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the outstanding balance of the Indebtedness. In the event foreclosure is commence, but not completed, Grantor shall pay Trustee’s commission and all prerequisites to the validity thereof expenses incurred by Trustee, including Trustee’s reasonable attorneys’ fees. Such commissions and Trustee’s attorneys’ fees shall be conclusively presumed limited to have been performed; (e) those reasonable fees and expenses actually incurred at standard hourly rates without reference to a specific percentage of the receipt outstanding balance of Mortgagee, the Indebtedness. In case of a foreclosure sale of all or any part of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money Trust Property and neither such purchaser nor its assigns or personal representatives shall thereafter be obligated to see to of the application of such purchase moneythe proceeds of sale to the payment Indebtedness or Obligations, or Beneficiary shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid and to recover judgment for any portion thereof remaining unpaid, with interest. The remedies provided to Trustee and Beneficiary in this paragraph shall be in any way answerable for any loss, misapplication or non-application thereof; (f) addition to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) not in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all any other rights and remedies provided hereunder in this Deed of Trust or afforded any other Credit Document, by applicable law or in equity, all of which rights and remedies may be exercised by Beneficiary independently, simultaneously or consecutively in any order without being deemed to have waived any right or remedy previously or not yet exercised. Without in any way limiting the generality of the foregoing, Beneficiary shall also have the following specific rights and remedies. (a) To make any repairs to the Trust Property which Beneficiary deems necessary or desirable for the purposes of sale. (b) To exercise any and all rights of set-off which Beneficiary may have against any account, fund, or property of any kind, tangible or intangible, belonging to Grantor which shall be in Beneficiary’s possession or under its control. (c) To cure such Event of Default, with the result that all costs and expenses incurred or paid by Beneficiary in effecting such cure shall be additional charges on the Indebtedness or Obligations which bear interest at the interest rate set forth in the Credit Agreement or applicable Credit Documents and are payable upon demand. (d) To foreclose on the Trust Property and to pursue any and all remedies available to Beneficiary at law or in equity, and may be exercised concurrently, independently or successively, in any order whatsoeverBeneficiary may desire, in Beneficiary’s sole discretion. Pursuant to Section 25-9-604 of the North Carolina General Statutes, Beneficiary may direct Trustee to expose to sale and sell, together with the real estate, any portion of the Trust Property which is personal property. If personal property is sold hereunder, it need not be at the place of sale. Trustee shall not be entitled to a commission for any completed or uncompleted sale of real or personal property under this Section 4.1.4 upon an Event of Default, but shall be entitled to collect all reasonable expenses and attorneys’ fees and court costs in connection with exercising its powers as Trustee.

Foreclosure and Sale. If an Event Administrative Agent may sell the Property or any part thereof at one or more public sales before the door of Default shall occur the courthouse of the County in which the Property or any part thereof is located, without notice except as otherwise set forth herein or in the other Loan Documents or required by Applicable Law, to the highest bidder for cash, in order to pay the Debt, and be continuingall expenses of sale and of all proceedings in connection therewith, Mortgagee including reasonable attorneys’ fees, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which sheriff’s sales are advertised in said County. At any such public sale, Administrative Agent (or any person on behalf of Administrative Agent) may bid and purchase at such sale on behalf of one or more Lenders (including itself), and Administrative Agent (or, as applicable, its designee) shall have the right and option to take possession credit upon the amount of the Mortgaged Property and/or proceed with foreclosure and to sellAdministrative Agent's (or, as applicable, its designee’s) successful bid, to the extent and in the manner permitted by applicable lawnecessary to satisfy such bid, all or any portion part of the Mortgaged Debt, in such manner and order as Administrative Agent may elect in its sole discretion. Upon any such sale, Administrative Agent may execute and deliver to the purchaser at such sale a conveyance of the Property or any part thereof in fee simple, with warranties of title subject to Permitted Exceptions, and to this end Grantor hereby constitutes and appoints Administrative Agent its agent and attorney-in-fact to make such sale and conveyance, and thereby to divest Grantor of all right, title and equity that Grantor may have in and to the Property and to vest the same in the purchaser at such sale; and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance as to facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable, are granted as cumulative of the other remedies provided hereby or by law for collection of the Debt, and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Debt. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or more sales(b) the rate for interest at the Default Rate set forth in the Loan Agreement. In the event of any sale under this Security Instrument by virtue of the exercise 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 parcels, at such place or places, separate parcels and in such manner and upon such notice or order as Administrative Agent in its sole discretion may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriateelect, and to make conveyance to the purchaser one or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any exercises of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it granted shall not be necessary for Mortgagee to have physically presentextinguish nor exhaust such powers, until the entire Property is sold or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained Obligations are paid in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverfull.

Foreclosure and Sale. If Upon the occurrence of an Event of Default Default, the Lender may notify the Trustee to exercise the power of sale granted hereunder and upon such notification it shall occur be lawful for and the duty of the Trustee, and the Trustee is hereby authorized and empowered to expose to sale and to sell the Property or any part thereof at public sale to the highest bidder for cash, in compliance with all applicable requirements of North Carolina law then governing the exercise of powers of sale contained in deeds of trust and upon such sale, the Trustee shall collect the purchase proceeds and convey title to the portion of the Property so sold to the purchaser in fee simple. In the event of a sale of the Property or any part thereof, the proceeds of sale shall be continuingapplied in the following order of priority: (i) to the payment of all costs and expenses for and in connection with the effecting of such sale and all proceedings for such sale, Mortgagee including a commission for the Trustee’s services as hereinafter provided and including reasonable attorney’s fees incurred by the Trustee for legal services actually performed; (ii) to the reimbursement of Lender for all sums expended or incurred by the Lender under the terms of this Security Instrument or to establish, preserve or enforce this Security Instrument or to collect the Obligations secured hereby (including, without limitation, reasonable attorneys’ fees as provided herein or in any instruments evidencing the Obligations secured hereby); (iii) to the payment of the Obligations secured hereby and interest thereon and all other indebtedness hereby secured; and (iv) the balance, if any, shall be paid to the parties lawfully entitled thereto. The Grantor agrees that in the event of a sale hereunder, the Lender shall have the right to bid at such sale and option shall have the right to take possession of the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, credit all or any portion of the Mortgaged Obligations secured hereby against the purchase price. The Trustee shall have the right to designate the place of sale in compliance with applicable law and the sale shall be held at the place designated by the notice of sale. The Trustee may require the successful bidder at any sale to deposit immediately with the Trustee cash or certified check or cashier’s check in an amount up to five percent (5.0%) of the bid provided notice of such deposit requirement is published as required by law. The bid may be rejected if the deposit is not immediately made. Such deposit shall be refunded in case of an upset bid or if the Trustee is unable to convey the portion of the Property so sold to the bidder because the power of sale has been terminated in accordance with applicable law. If the purchaser fails to comply with its bid, the deposit may, at one or more salesthe option of the Trustee be retained and applied to any damages incurred by reason of such default (including, without limitation, liability to the extent that the final sales price is less than the bid plus all the costs of resale as provided in N.C. Gen. Stat. Section 45-21.30, as an entirety amended) or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable lawdeposited with Clerk of Superior Court. In all other cases, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance deposit shall be applied to the purchaser purchase price. Pursuant to Section 25-9-604 of the North Carolina General Statutes (or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable lawany amendment thereto), the Trustee is expressly authorized and all such Mortgaged empowered to expose to sale and sell together with the real estate any portion of the Property which constitutes personal property. If personal property is sold hereunder, it need not be at the place of sale. The Property may be sold in any such county parcels or lots as the Trustee may determine without regard to principles of marshalling and any such notice shall designate the county where such Mortgaged Property is to may be soldsold at one sale or in multiple sales as determined by the Trustee. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws The exercise of the applicable jurisdiction power of sale hereunder by the Trustee on one or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it more occasions shall not be necessary deemed to extinguish the power of sale which power of sale shall continue in full force and effect until all of the Property shall have been finally sold and properly conveyed to the purchasers at the sales. The Trustee’s commission shall be five percent (5%) of the gross proceeds of the sale for Mortgagee to have physically presenta completed foreclosure. In the event foreclosure is commenced, or to have constructive possession ofbut not completed, the Mortgaged Property Grantor shall pay all expenses incurred by the Trustee, including reasonable attorneys’ fees, and a partial commission computed on five percent (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion 5%) of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgageeoutstanding Obligations in accordance with the following schedule: one-fourth (1/4th) thereof before the Trustee issues a notice of hearing on the right to foreclose; one-half (1/2) thereof after issuance of said notice; three-fourths (3/4ths) thereof after such hearing; and the title to and right of possession of any such property shall pass to full commission after the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such initial sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its 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; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or Trustee, or his successors or substitutes in trust, to proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 4.02 shall be construed so as to limit in any way Mortgageethe Trustee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court Exh F-10 121 of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee the Trustee to be the attorney-in-fact attorney of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor in the exercise of all or any of the powers hereby conferred on Mortgageethe Trustee. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by MortgageeTrustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; , and (gvii) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Indebtedness (in the order of priority set forth in Section 7.16 4.13 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur Sell or offer for sale the Mortgaged Property, in such portions, order and be continuingparcels as Beneficiary may determine, Mortgagee shall have the right and option to take with or without having first taken possession of the Mortgaged Property and/or proceed with foreclosure and to sellsame, to the extent highest bidder, for cash, at public auction. Such sale and notice thereof shall be made (1) in accordance with the manner permitted then applicable provisions of Section 51.002 of the Texas Property Code (or any successor statute), or (2) by applicable law, accomplishing all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, aforesaid in such manner and upon as permitted or required by Chapter 51 of the Texas Property Code or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such notice as laws now exist or may be required hereafter amended or succeeded), or by applicable law, or, in any other present or subsequent amendments or enactments relating to same. If the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property Land is situated in more than one county, notice as above provided all required notices shall be posted given in each such county, and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such in which the Mortgaged Property is to will be sold. Nothing contained in this Section 7.03 The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, prima facie evidence of such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageefact. At any such sale: sale (aA) whether made under the power herein contained or contained, the aforesaid Texas Property Code, the UCC, any other legal enactment, requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have been physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor Grantor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale; , (bB) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (cC) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance non-payment of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein therein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (dD) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (eE) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money money, and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application thereof; , (fF) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventMortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor Grantor and against any and all other Persons persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Mortgagor; Grantor, and (gG) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, to the extent provided by applicable law, the Mortgagee shall have the right and option to take possession of proceed with foreclosure by directing the Mortgaged Property and/or proceed Trustee to proceed, with foreclosure and to sell, to the extent and in the manner permitted by applicable law, sell all or any portion of the Mortgaged such Deed of Trust Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as the Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Deed of Trust Property is situated in more than one countyjurisdiction, notice as above provided shall be posted and filed in all such counties jurisdictions (if such notices are required by applicable law), and all such Mortgaged Deed of Trust Property may be sold in any such county jurisdiction and any such notice shall designate the county jurisdiction where such Mortgaged Deed of Trust Property is to be sold. Nothing contained in this Section 7.03 5.02 shall be construed so as to limit in any way Mortgagee's any rights to sell the Mortgaged Property, Deed of Trust Property or any portion thereof, thereof by private sale if, if and to the extent that, that such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor The Trustor hereby irrevocably appoints Mortgagee the Trustee and the Mortgagee, with full power of substitution, to be the attorneyattorneys-in-fact of Mortgagor (coupled with an interest) the Trustor and in the name and on behalf of Mortgagor the Trustor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor the Trustor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things which Mortgagor the Trustor ought to do and perform under the covenants herein contained and, and generally, to use the name of Mortgagor the Trustor in the exercise of all or any of the powers hereby conferred on the Trustee and/or the Mortgagee; provided that, neither the Trustee nor the Mortgagee shall exercise any such powers unless an Event of Default shall have occurred and is continuing. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee the Trustee or the Mortgagee, as appropriate, to have physically present, or to have constructive possession of, the Mortgaged Deed of Trust Property (Mortgagor the Trustor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Deed of Trust Property not actually or constructively possessed by the Trustee or the Mortgagee immediately upon demand by Mortgageehis or its demand) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by the Trustee or the Mortgagee shall contain a general warranty of title, binding upon Mortgagor the Trustor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by the Trustee or the Mortgagee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgageethe Trustee, the Mortgagee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor the Trustor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against the Trustor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; the Trustor, and (gvii) to the extent and under such circumstances as are permitted by applicable law, the Mortgagee may be a purchaser at any such sale, and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Secured Obligations (in the order of priority set forth in Section 7.16 hereof5.14) in lieu of cash payment. Each remedy provided . (b) If an Event of Default shall occur and be continuing, then (i) the Mortgagee shall be entitled to all of the rights, powers and remedies afforded a secured party by the Applicable UCC with reference to the UCC Collateral or (ii) the Trustee or the Mortgagee may proceed as to any Collateral in this instrument is distinct from and cumulative accordance with all other the rights and remedies provided hereunder granted under this Deed of Trust or afforded applicable law in respect of the Collateral. To the extent permitted by applicable law law, such rights, powers and remedies shall be cumulative and in addition to those granted to the Trustee or equitythe Mortgagee under any other provision of this Deed of Trust or under any other Loan Document or any Secured Transaction Document. Written notice mailed to the Trustor as provided herein at least ten (10) days prior to the date of public sale of any part of the Collateral which is personal property subject to the provisions of the Applicable UCC, and may or prior to the date after which private sale of any such part of the Collateral will be exercised concurrentlymade, independently or successively, in any order whatsoevershall constitute reasonable notice.

Foreclosure and Sale. (a) If an Event of Default shall occur and be continuing, Mortgagee shall have may, upon 10 Business Days notice to Mortgagor, elect to sell the right and option to take possession Mortgaged Property or any part of the Mortgaged Property and/or by exercise of the power of foreclosure or of sale granted to Mortgagee by applicable law or this Mortgage. In such case, Mortgagee may commence a civil action to foreclose this Mortgage, or it may proceed with and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or an officer appointed by a judgment of foreclosure to sell the Mortgaged Property, may sell all or such parts of the Mortgaged Property as may be chosen by Mortgagee at the time and to sellplace of sale fixed by it in a notice of sale, either as a whole or in separate lots, parcels or items as Mortgagee shall deem expedient, and in such order as it may determine, at public auction to the extent and in highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure to sell the manner permitted by applicable law, Mortgaged Property may postpone any foreclosure or other sale of all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, by public announcement at such time and place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriatesale, and from time to make conveyance time thereafter may postpone such sale by public announcement or subsequently noticed sale. Without further notice, Mortgagee or an officer appointed to the purchaser or purchasers. Where sell the Mortgaged Property is situated may make such sale at the time fixed by the last postponement, or may, in more than one countyits discretion, give a new notice as above provided shall be posted and filed in all of sale. Any person, including Mortgagor or Mortgagee or any designee or affiliate thereof, may purchase at such counties sale. (if such notices are required by applicable law), and all such b) The Mortgaged Property may be sold subject to unpaid taxes and Permitted Encumbrances, and, after deducting all costs, fees and expenses of Mortgagee (including costs of evidence of title in connection with the sale), Mortgagee or an officer that makes any such county and any such notice sale shall designate apply the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private proceeds of sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf manner set forth in Section 2.08. (c) Any foreclosure or other sale of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under less than the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion whole of the Mortgaged Property or any defective or irregular sale made hereunder shall not actually exhaust the power of foreclosure or constructively possessed by Mortgagee immediately upon demand by Mortgagee) of sale provided for herein; and subsequent sales may be made hereunder until the title to and right of possession of any such property shall pass to Obligations have been satisfied, or the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy entirety of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; Mortgaged Property has been sold. (d) any If an Event of Default shall occur and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgageecontinuing, Mortgagee may instead of, or of such other Person in addition to, exercising the rights described in Section 2.06(a) above and either with or officer making the salewithout entry or taking possession as herein permitted, shall be proceed by a sufficient discharge to the purchaser for its purchase money and neither such purchaser nor its assigns suit or personal representatives shall thereafter be obligated to see to the application of such purchase money, or be suits in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity or by any other appropriate proceeding or remedy (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law), in and to the property sold in any such event, and such sale shall be a perpetual bar, both at law and in equity, against Mortgagor and any and all other Persons claiming by, through or under Mortgagor; and (gi) to specifically enforce payment of some or all of the extent and under such circumstances as are permitted by applicable lawObligations, Mortgagee may be a purchaser at or the performance of any such saleterm, and shall have the covenant, condition or agreement of this Mortgage or any other Loan Document or any other right, after paying or accounting (ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall determine most effectual for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeversuch purposes.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of the Mortgaged Property and/or proceed with foreclosure by directing Trustee, or his successors or substitutes in trust, to proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places, places in otherwise such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one countycounty in any state, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 4.02 shall be construed so as to limit in any way Mortgagee's Trustee’s rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee Trustee to be the attorney-in-fact attorney of Mortgagor (coupled with an interest) respect to the conduct of any such sale and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices with respect to such sale which Mortgagor ought to execute and deliver, deliver and to do and perform any other and all such acts or and things with respect to such sale which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageecontained. At any such sale: (ai) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by MortgageeTrustee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; , (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; , (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; law and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person party or officer making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its purchase money and neither no such purchaser nor or purchasers, or its assigns or personal representatives 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 nonapplication thereof; , (fvi) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such eventsold, and such sale shall be a perpetual bar, bar both at law and in equityequity against Mortgagor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; Mortgagor and (gvii) to the extent and under such circumstances as are permitted by applicable law, Mortgagee may be a purchaser at any such sale, sale and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to bid upon the amount of its bid the Indebtedness (in the order of priority set forth in Section 7.16 4.14 hereof) in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoever.

Foreclosure and Sale. If an Event of Default shall occur and be continuing, Mortgagee shall have the right and option to take possession of Sell or offer for sale the Mortgaged Property and/or proceed in such portions, order and parcels as Beneficiary may determine, with foreclosure and to sellor without having first taken possession of same, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property highest bidder for cash at one or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchaserspublic auction. Where the Mortgaged Property is situated in more than one county, notice as above provided Such sale shall be posted and filed made in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under accordance with the laws of the applicable jurisdiction State of North Carolina relating to the sale of real estate or by public Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or private sale after entry of a judgment may be hereafter amended or succeeded), or by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee other present or subsequent articles or enactments relating to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgageesame. At any such sale: sale to the fullest extent permitted by law, (ai) whether made under the power herein contained or contained, the UCC, any other legal enactment, requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee Trustee to have physically present, actual or to have constructive possession of, of the Mortgaged Property (Mortgagor hereby covenanting and agreeing to Grantor shall deliver to Mortgagee Trustee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee Trustee immediately upon demand by Mortgagee) Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same Trustee had been actually present and delivered to purchaser at such sale; in actual or constructive possession of the Mortgaged Property, (bii) each instrument of conveyance executed by Mortgagee Trustee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; Grantor, (ciii) each and every recital contained in any instrument of conveyance made by Mortgagee Trustee shall conclusively establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment and/or nonperformance of the Senior Secured Note Obligations and Indebtedness, advertisement and conduct of such sale in the manner provided herein and otherwise required by applicable law; , and appointment of any successor Trustee hereunder, (div) any and all prerequisites to the validity thereof of such sale shall be conclusively presumed to have been performed; , (ev) the receipt of Mortgagee, Trustee or of such other Person or officer party making the sale, sale shall be a sufficient discharge to the purchaser or purchasers for its his or their purchase money and neither no such purchaser nor its or purchasers, or his or their assigns or personal representatives representatives, shall thereafter be obligated to see to the application of such purchase money, money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; , and (fvi) to the fullest extent permitted by applicable law, Mortgagor Grantor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either at law or in equity (including any statutory or common law right of redemption, which is hereby waived to the fullest extent permitted by applicable law)equity, in and to the property sold in any such event, and such sale shall be a perpetual bar, bar both at law and in equityequity against Grantor, and against Mortgagor and any and all other Persons persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor; and (g) to the extent and under such circumstances as are permitted by applicable law, Mortgagee Grantor. Beneficiary may be a purchaser at any such salesale and if Beneficiary is the highest bidder, and shall have the right, after paying or accounting for all costs of said sale or sales, to may credit the amount portion of the then unpaid Senior Secured Note Obligations purchase price that would be distributed to Beneficiary against the amount of its bid (in the order of priority set forth in Section 7.16 hereof) Indebtedness in lieu of cash payment. Each remedy provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverpaying cash.

Foreclosure and Sale. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing, Default: (i) Mortgagee shall have the right to proceed against all real and option to take possession of personal property constituting the Mortgaged Property and/or proceed with foreclosure and to sell, to the extent and in the manner permitted by applicable law, all or any portion of the Mortgaged Property at one part thereof or more sales, as an entirety or in parcels, at such place or places, in such manner and upon such notice as may be required interest therein by applicable law, or, in the absence of any such requirement, as Mortgagee may deem appropriate, and to make conveyance to the purchaser or purchasers. Where the Mortgaged Property is situated in more than one county, notice as above provided shall be posted and filed in all such counties (if such notices are required by applicable law), and all such Mortgaged Property may be sold in any such county and any such notice shall designate the county where such Mortgaged Property is to be sold. Nothing contained in this Section 7.03 shall be construed so as to limit in any way Mortgagee's rights to sell the Mortgaged Property, or any portion thereof, by private sale if, and to the extent that, such private sale is permitted under the laws of the applicable jurisdiction or by public or private sale after entry of a judgment by any court of competent jurisdiction so ordering. Mortgagor hereby irrevocably appoints Mortgagee to be the attorney-in-fact of Mortgagor (coupled with an interest) and in the name and on behalf of Mortgagor to execute and deliver any deeds, transfers, conveyances, assignments, assurances and notices which Mortgagor ought to execute and deliver, and to do and perform any other acts or things which Mortgagor ought to do and perform under the covenants herein contained and, generally, to use the name of Mortgagor in the exercise of any of the powers hereby conferred on Mortgagee. At any such sale: (a) whether made under the power herein contained or any other legal enactment, or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Mortgagee to have physically present, or to have constructive possession of, the Mortgaged Property (Mortgagor hereby covenanting and agreeing to deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee) and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to purchaser at such sale; (b) each instrument of conveyance executed by Mortgagee shall contain a general warranty of title, binding upon Mortgagor and its successors and assigns; (c) each and every recital contained in any instrument of conveyance made by Mortgagee shall conclusively establish the truth and accuracy of the matters recited thereinforeclosure, including, without limitation, nonpayment and/or nonperformance non-judicial foreclosure (to the extent permitted by and in accordance with applicable law), public or private sale, judicial foreclosure or otherwise as may be permitted by the laws of the Senior Secured Note Obligations state where the Premises are located; (ii) Mortgagor hereby waives any right it may have to require the marshaling of its assets; and (iii) Mortgagee shall have the right to foreclose and/or sell the Premises in its entirety or any part thereof or interest therein as Mortgagee in its sole and advertisement absolute discretion shall determine, in one or more sales in such order and conduct priority as Mortgagee may in its sole and absolute discretion deem necessary or advisable. All sums realized from any such foreclosure or sale, less all reasonable and documented out-of-pocket costs and expenses of such sale in the manner provided herein and otherwise required by applicable law; (d) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed; (e) the receipt of Mortgagee, or of such other Person or officer making the sale, shall be a sufficient discharge applied as provided in Section 16(c) hereof. If, following any such sale, any Obligations secured hereby, whether or not then due and payable, shall remain unpaid or unsatisfied in any respect, the Loan Documents and all Obligations of Mortgagor thereunder shall continue in full force and effect until such unpaid and unsatisfied Obligations are fully paid and satisfied as therein provided, or as provided in Section 37 hereof. 6 All remedial provisions are subject to local counsel review and comment. (b) Upon the completion of any sale or sales made or caused by Mortgagee pursuant to Section 16(a) hereof: (i) Mortgagor or an officer of any court empowered to do so shall execute and deliver to the accepted purchaser for its purchase money or purchasers a good and neither sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold; (ii) Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor’s true and lawful attorney in fact, coupled with an interest, in Mortgagor’s name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Premises and rights so sold; (iii) Mortgagee may execute all necessary instruments of conveyance, assignment and transfer and may substitute one or more persons with like power; (iv) Mortgagor hereby ratifies and confirms all that Mortgagor’s said attorney or such substitutes(s) shall lawfully do by virtue hereof; (v) Mortgagor, if requested by Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to Mortgagee or to such purchaser nor its assigns or personal representatives purchasers all such instruments as may be necessary, for such purpose, and as may be designated in such request; (vi) Any such sale or sales made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall thereafter be obligated operate to see to divest all the application of such purchase moneyestate, or be in any way answerable for any loss, misapplication or non-application thereof; (f) to the fullest extent permitted by applicable law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, estate, claim and demand whatsoever, either whether at law or in equity (including any statutory or common law right equity, of redemption, which is hereby waived to the fullest extent permitted by applicable law), Mortgagor in and to the property sold in any such eventproperties and rights so sold, and such sale shall be a perpetual bar, bar both at law and in equity, equity against Mortgagor and against any and all other Persons persons claiming byor who may claim the same, or any part thereof from, through or under Mortgagor; . (c) The purchase money, proceeds or avails of any such sale or sales made pursuant to Section 16(a) hereof, together with any other sums which then may be held by Mortgagee under this Mortgage, shall be applied, in accordance with the Security Agreement, Credit Agreement and the Intercreditor Agreement. (gd) to the extent Upon any sale or sales under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and under such circumstances as are permitted by applicable lawsale, Mortgagee may be a purchaser at bid for and acquire, provided it is the highest responsive bidder, the Mortgaged Property or any such sale, part thereof and shall have the right, after paying or accounting for all costs of said sale or sales, to credit the amount of the then unpaid Senior Secured Note Obligations to the amount of its bid (in the order of priority set forth in Section 7.16 hereof) in lieu of paying cash paymentin whole or in part therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the reasonable and documented out-of-pocket expenses of the sale and the costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage. (e) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may from time to time, if permitted by law, take action to recover any sums, whether interest, principal or any other sums, required to be paid under this Mortgage or any other Loan Documents as the same become due, without prejudice to the right of Mortgagee thereafter to bring an action of foreclosure, or any other action available upon an Event of Default. Each remedy Mortgagee may also foreclose this Mortgage for any sums due under this Mortgage or any other Loan Document and the lien of this Mortgage shall continue to secure the balance of the Obligations and the interest hereon not then due, until released as provided in this instrument is distinct from and cumulative with all other rights and remedies provided hereunder or afforded by applicable law or equity, and may be exercised concurrently, independently or successively, in any order whatsoeverSection 37 hereof.