Common use of Foreclosure Clause in Contracts

Foreclosure. Beneficiary may institute any one or more actions of foreclosure against all or any part of the Property, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary may institute any one or more actions of foreclosure against all or any part of the Property, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A LoansSecurities. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Property, or take such other action at law, equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A LoansDefault Rate. Without limiting the foregoing, Beneficiary Mortgagee may cause the foreclosure of foreclose this Deed of Trust Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust Mortgage for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and GrantorMortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary may institute any one or more actions request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his duty, upon such request of foreclosure against Beneficiary, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or in the absence of any such requirement, as Trustee and/or Beneficiary may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided that if the Land is situated in more than one county (or judicial district), such sale of the Mortgaged Property, or take any part thereof, may be made in any county (or judicial district) wherein any part of the Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other action than as required by applicable Law in effect at lawthe time of such sale. Any such sale may be as a whole or in such parcels as Trustee may select. After such sale, equity Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by contract for Grantor. Sale of a part of the enforcement Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Deed Subsection 3.2(c), if default is made in the payment of Trust any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and realization payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the security herein or elsewhere provided forsame terms, as at the law may allowsame place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may proceed therein to final judgment be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and execution for without affecting in any way the entire unpaid power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Liabilities. The unpaid balance Obligation (except as to any proceeds of any judgment shall bear interest at sale which Beneficiary may apply as a prepayment on the greater Obligation) or the Liens securing payment of (athe Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the statutory rate provided for judgmentsSubject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or (b) any part thereof, along with the rate borne Land, or any part thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the Tranche A Loans. Without limiting identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may cause appoint, in writing, a substitute trustee, who shall thereupon succeed to all the foreclosure estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of this Deed of Trust and exercise its rights as a secured party for all Beneficiary by any person who is then the president, or any portion of vice president, or the Liabilities which are then due and payablecashier or secretary, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedingsor branch manager, the Property may be sold in one parcel or in such parcelsa senior representative, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and stead, xx perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Deed Subsection 3.2(c), including, without limitation, the posting and filing of Trustany notices, whether the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any statutesuch agent and attorney-in-fact shall be valid, rule lawful and binding as if done or precedent which may otherwise require said security to be marshalled performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyquestion.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Property, or take such other action at law, equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A LoansSecurities. Without limiting the foregoing, Beneficiary Mortgagee may cause the foreclosure of foreclose this Deed of Trust Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust Mortgage for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and GrantorMortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Property, or take such other action at law, equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary Mortgagee may cause the foreclosure of foreclose this Deed of Trust Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust Mortgage for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and GrantorMortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary (i) Lender, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and singular, the Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Property is located and upon such terms as Lender may fix and specify in the notice of sale to be given to Borrower (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under the provisions of the laws of the jurisdiction or jurisdictions in which the Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Security Instrument, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Lender, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Lender may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more actions of foreclosure against all or such sales as to any part of the PropertyProperty remaining unsold, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for but shall continue unimpaired until the entire unpaid balance of Property shall have been sold. (iii) Upon taking title to the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of Property (awhether by foreclosure, deed in lieu or otherwise) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all Lender or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale other purchaser or assignee of the Property by judicial proceedingsafter an Event of Default, Borrower shall assign and transfer all of its right, title and interest in and to the Property to Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact to execute all documents and take all actions necessary to effectuate such assignment and transfer, provided that such power may only be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself exercised by Lender while an Event of Default exists and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyis continuing.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Towne Centre Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Towne Centre Project and may manage, rent or lease the Towne Centre Project or any portion thereof upon such terms as Beneficiary may institute deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, either after or without such entry, to sell and dispose of the Towne Centre Project en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor therein, by advertisement or in any one manner provided by applicable law, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Trustee, to the extent permitted by applicable law, shall, out of the proceeds or more actions avails of foreclosure such sale, after first paying and retaining all fees, charges, costs of advertising the Towne Centre Project and of making said sale, and attorneys' fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate, rendering the excess, if any, as provided by the Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor, the heirs, successors and assigns of Grantor, and all other persons claiming the Towne Centre Project aforesaid, or any part thereof, by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Towne Centre Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Towne Centre Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the PropertyTowne Centre Project, or take such other action at law, equity or by (ii) enter into any contract to convey (land contract/installment sales contract/contract for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein deed) title to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion part of the Liabilities Towne Centre Project which are then due and payablegives a purchaser possession of, subject or income from, the Towne Centre Project prior to the continuing lien a transfer of this Deed of Trust for the balance not then due and payable. In case of title to all or any sale part of the Property by judicial proceedings, the Property may be sold in one parcel Towne Centre Project or in such parcels, manner (iii) cause or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, permit a Change in the exercise Proportionate Ownership of its rights Grantor (as defined in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the PropertyMaster Loan Agreement).

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Bayshore Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Bayshore Project and may manage, rent or lease the Bayshore Project or any portion thereof upon such terms as Beneficiary may institute deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, either after or without such entry, to sell and dispose of the Bayshore Project en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor therein, by advertisement or in any one manner provided by applicable law, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Trustee, to the extent permitted by applicable law, shall, out of the proceeds or more actions avails of foreclosure such sale, after first paying and retaining all fees, charges, costs of advertising the Bayshore Project and of making said sale, and attorneys' fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate, rendering the excess, if any, as provided by the Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor, the heirs, successors and assigns of Grantor, and all other persons claiming the Bayshore Project aforesaid, or any part thereof, by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Bayshore Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Bayshore Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the PropertyBayshore Project, or take such other action at law, equity or by (ii) enter into any contract to convey (land contract/installment sales contract/contract for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein deed) title to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion part of the Liabilities Bayshore Project which are then due and payablegives a purchaser possession of, subject or income from, the Bayshore Project prior to the continuing lien a transfer of this Deed of Trust for the balance not then due and payable. In case of title to all or any sale part of the Property by judicial proceedings, the Property may be sold in one parcel Bayshore Project or in such parcels, manner (iii) cause or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, permit a Change in the exercise Proportionate Ownership of its rights Grantor (as defined in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the PropertyMaster Loan Agreement).

Foreclosure. Beneficiary may institute any one or more actions (a) Upon the occurrence of foreclosure against all a default; (i) Trustee is authorized and empowered and it shall be Trustee's special duty at the request of Agent to sell the Mortgaged Properties, or any part thereof, as an entirety or in parcels as Agent may elect, at such place or places and otherwise in the manner and upon such notice as may be required by law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the Propertyproperty pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. As to those Mortgaged Properties located in the State of California (or within the offshore area over which the United States of America asserts jurisdiction and to which the laws of such state are applicable with respect to this Mortgage and/or the liens or security interests created hereby), or take Trustee is requested, authorized and empowered to record a written notice of default and election to sell and, after a lapse of such other action at time as is required by law, equity following recordation of such notice, give a notice of sale as required by law and sell such Mortgaged Properties at the time and place of sale fixed in such notice to the highest bidder for cash. Trustee shall deliver to such purchaser or by contract for purchasers thereof a trustee's deed conveying the enforcement property so sold, which shall not contain any covenant or warranty, express or implied. The recitals in such deed of this Deed of Trust and realization on the security herein any matters or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance facts shall be conclusive proof of the Liabilities. The unpaid balance of truthfulness thereof. (ii) Commence an action to foreclosure this Mortgage; and/or (iii) Exercise all other rights and remedies provided herein, in this Mortgage or any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, other Loan Document or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for other document or agreement now or hereafter securing all or any portion of the Liabilities secured indebtedness, or otherwise as provided by applicable law. (b) Upon the occurrence of a default, Agent may exercise its rights of enforcement with respect to the Collateral under the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which are then is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, be sold, as a whole or in parts, together or separately (including where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Trustee or his successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and payable, subject or as to the continuing lien request to sell, or as to notice of this Deed time, place and terms of Trust sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of Agent as to the occurrence of an event, such as an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the balance not then due and payable. In case of Trustee, Agent, any sale public officer acting under execution or order of the Property by judicial proceedingscourt or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit part thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary may institute any one or more actions request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his duty, upon such request of foreclosure against Beneficiary, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or in the absence of any such requirement, as Trustee and/or Beneficiary may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided that if the Land is situated in more than one county (or judicial district), such sale of the Mortgaged Property, or take any part thereof, may be made in any county (or judicial district) wherein any part of the Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other action than as required by applicable Law in effect at lawthe time of such sale. Any such sale may be as a whole or in such parcels as Trustee may select. After such sale, equity Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by contract for Grantor. Sale of a part of the enforcement Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Deed Subsection 3.2(c), if default is made in the payment of Trust any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and realization payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the security herein or elsewhere provided forsame terms, as at the law may allowsame place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may proceed therein to final judgment be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and execution for without affecting in any way the entire unpaid power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Liabilities. The unpaid balance Obligation (except as to any proceeds of any judgment shall bear interest at sale which Beneficiary may apply as a prepayment on the greater Obligation) or the Liens securing payment of (athe Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the statutory rate provided for judgmentsSubject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or (b) any part thereof, along with the rate borne Land, or any part thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the Tranche A Loans. Without limiting identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may cause appoint, in writing, a substitute trustee, who shall thereupon succeed to all the foreclosure estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of this Deed of Trust and exercise its rights as a secured party for all Beneficiary by any person who is then the president, or any portion of vice president, or the Liabilities which are then due and payablecashier or secretary, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedingsor branch manager, the Property may be sold in one parcel or in such parcelsa senior representative, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and steax, xx perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Deed Subsection 3.2(c), including, without limitation, the posting and filing of Trustany notices, whether the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any statutesuch agent and attorney-in-fact shall be valid, rule lawful and binding as if done or precedent which may otherwise require said security to be marshalled performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyquestion.

Foreclosure. Beneficiary During the continuance of an Event of Default hereunder, Lender may institute any one or more actions of foreclosure against all or any part of an action to foreclose this Mortgage as to the Property, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then amount so declared due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of thereupon the Property by judicial proceedings(or any portion thereof) shall be sold according to law to satisfy and pay the same, the together with all costs, expenses and allowances thereof, including, without limitation, Reasonable Attorneys' Fees. The Property may be sold in one parcel parcel, several parcels or in such groups of parcels, manner or order as Beneficiary in its sole discretion may elect. Grantorand Lender shall be entitled to bid at the sale and, if Lender is the highest bidder for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder part or otherwise appertaining parts thereof, Lender shall be entitled to purchase the same. If, following the acceleration of the Note but prior to the Liabilities foreclosure of this Mortgage against the Property, Borrower shall tender to Lender payment of an amount sufficient to pay the entire secured indebtedness, such tender shall be deemed to be a voluntary prepayment under the Note and, consequently, Borrower shall also pay to Lender any Prepayment Premium (to the extent permitted by the Laws of the State) required under the Note to be paid in order to prepay principal and, if such principal payment is made during any period when prepayment is prohibited by this Mortgage or the Note, the applicable charge or Prepayment Premium (to the extent permitted by the Laws of the State) shall be the maximum Prepayment Premium provided for in the Note; provided, however, that in no event shall any amount payable under this Section or any other obligation Section relating to Prepayment Premiums or otherwise, when added to the interest otherwise payable on the Note and the other secured by this Deed of Trustindebtedness, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect exceed the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertymaximum interest permitted under applicable law.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Property, or take such other action at law, equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A LoansDefault Rate. Without limiting the foregoing, Beneficiary Mortgagee may cause the foreclosure of foreclose this Deed of Trust Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust Mortgage for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled marshaled in any manner and GrantorMortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary may institute any one or more actions request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his duty, upon such request of foreclosure against Beneficiary, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or in the absence of any such requirement, as Trustee and/or Beneficiary may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided that if the Land is situated in more than one county (or judicial district), such sale of the Mortgaged Property, or take any part thereof, may be made in any county (or judicial district) wherein any part of the Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other action than as required by applicable Law in effect at lawthe time of such sale. Any such sale may be as a whole or in such parcels as Trustee may select. After such sale, equity Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by contract for Grantor. Sale of a part of the enforcement Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Deed Subsection 3.2(c), if default is made in the payment of Trust any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and realization payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the security herein or elsewhere provided forsame terms, as at the law may allowsame place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may proceed therein to final judgment be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and execution for without affecting in any way the entire unpaid power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Liabilities. The unpaid balance Obligation (except as to any proceeds of any judgment shall bear interest at sale which Beneficiary may apply as a prepayment on the greater Obligation) or the Liens securing payment of (athe Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the statutory rate provided for judgmentsSubject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or (b) any part thereof, along with the rate borne Land, or any part thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the Tranche A Loans. Without limiting identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof, In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may cause appoint, in writing, a substitute trustee, who shall thereupon succeed to all the foreclosure estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of this Deed of Trust and exercise its rights as a secured party for all Beneficiary by any person who is then the president, or any portion of vice president, or the Liabilities which are then due and payablecashier or secretary, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedingsor branch manager, the Property may be sold in one parcel or in such parcelsa senior representative, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and xxxxx, to perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Deed Subsection 3.2(c), including, without limitation, the posting and filing of Trustany notices, whether the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any statutesuch agent and attorney-in-fact shall be valid, rule lawful and binding as if done or precedent which may otherwise require said security to be marshalled performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyquestion.

Foreclosure. Beneficiary may institute any one or more actions of foreclosure against all or any part of the Property, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) If any monthly payment due under any Home Loan is not paid when the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then same is due and payable, subject or if the Obligor fails to perform any other covenant or obligation under such Home Loan and such failure continues beyond any applicable grace period, the Servicer shall, in accordance with the standard of care specified in Section 4.01(a), take such action as it shall deem to be in the best interest of the Securityholders, including but not limited to proceeding against the Mortgaged Property securing such Home Loan, and any other actions that in the reasonable judgment of the Servicer will be likely to maximize the proceeds realizable therefrom under the circumstances. In the event that the Servicer determines not to proceed against the Mortgaged Property or Obligor, as applicable, on or before the Determination Date following such determination, the Servicer shall determine in good faith in accordance with customary servicing practices that all amounts which it expects to receive with respect to such Home Loan have been received. If the Servicer makes such a determination, it shall give notice to such effect to the continuing lien Issuer and the Indenture Trustee. (b) In accordance with the criteria for proceeding against the Mortgaged Property set forth in subsection (a) of this Deed Section 4.10, unless otherwise prohibited by applicable law or court or administrative order, the Servicer, on behalf of Trust for the balance not then due Issuer and payablethe Indenture Trustee, may, at any time, institute foreclosure proceedings to the extent permitted by law, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure, or otherwise acquire possession of or title to the related Mortgaged Property, by operation of law or otherwise. In case accordance with the criteria for proceeding against the Mortgaged Property set forth in subsection (a) of this Section 4.10, the Servicer shall institute foreclosure proceedings, repossess, exercise any power of sale to the extent permitted by law, obtain a deed in lieu of foreclosure or otherwise acquire possession of or title to any Property, by operation of law or otherwise, only in the event that in the Servicer's reasonable judgment such action is likely to result in a positive economic benefit to the Owner Trust by creating net liquidation proceeds (after reimbursement of all amounts owed with respect to such Home Loan to the Servicer). Prior to acquiring any Foreclosure Property, however, the Servicer shall cause a review to be performed, in accordance with Accepted Servicing Procedures, on the related Mortgaged Property by judicial proceedingsa company such as Equifax, Inc. or Toxicheck, and the scope of such review shall be limited to the review of public records and documents for indications that such Mortgaged Property may be sold in one parcel or in such parcelshas on it, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or has under it, hereby agrees or is near hazardous or toxic material or waste. If such review reveals that Beneficiary shall in no mannerthe Mortgaged Property has on it, in law under it or in equity, be limited, except as herein provided, in the exercise of its rights in the Property is near hazardous or in toxic material or waste or reveals any other security hereunder or otherwise appertaining environmental problem, the Servicer shall provide a copy to the Liabilities or any other obligation secured by this Deed Indenture Trustee of Trust, whether by any statute, rule or precedent which may otherwise require said security the related report with an attached certification of a Responsible Officer that based on an analysis of all available information (including potential clean up costs and liability claims) at the time it is the best judgment of such Responsible Officer that such foreclosure shall increase Net Liquidation Proceeds to be marshalled in any manner the Owner Trust and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right the Owner Trust shall take title to or benefit thereofsuch Mortgaged Property. The failure Indenture Trustee shall promptly forward such report and certification to make the Noteholders. (c) The Indenture Trustee shall furnish the Servicer, within 5 days after request of the Servicer therefor, any tenant a defendant powers of attorney and other documents necessary and appropriate to a foreclosure proceeding carry out its duties hereunder, including any documents or powers of attorney necessary to foreclose any Mortgage and the Indenture Trustee shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect accountable for the Liabilities or any deficiency remaining unpaid after the foreclosure sale actions of the PropertyServicer under such powers of attorney or other documents and shall be indemnified by the Servicer with respect to such actions. The forms of any such powers or documents shall be appended to such requests.

Foreclosure. Beneficiary (a) If any Event of Default shall have occurred and be continuing, Agent may institute at any one or more actions of foreclosure against all or any part time proceed to protect and enforce the payment of the Property, Notes in accordance with the terms thereof or take such other the rights of Agent hereunder (i) by any action at law, suit in equity or by contract other appropriate proceedings, whether for the enforcement specific performance of this Deed any agreement contained herein, or for an injunction against the violation of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance any of the Liabilities. The unpaid balance terms hereof, or in aid of the exercise of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgmentspower granted hereby or by law, or (bii) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed Mortgage. In any suit to foreclose the Lien hereof, there shall be allowed and included as additional indebtedness hereby secured in the decree of Trust sale, all reasonable expenditures and exercise its rights expenses which may be paid or incurred by or on behalf of Agent for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimated as to items to be expended after the entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, and similar data and assurance with respect to title as Agent may deem reasonably necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value of the Mortgaged Property and Rents and income therefrom and the maintenance of the Lien of this Mortgage, including the fees of any attorney employed by any of Agent in any litigation or proceedings affecting this Mortgage, the Note or the Mortgaged Property, including bankruptcy proceedings, or in preparation of the commencement or defense of any proceedings or threatened suit or proceeding, or otherwise in dealing specifically therewith, shall be so much additional indebtedness hereby secured and shall be immediately due and payable by the Borrower, with interest thereon at the Default Rate until paid. (b) Nothing herein contained shall be construed as constituting Agent a secured party for mortgagee in possession in the absence of the actual taking of possession of the Mortgaged Property. (c) Before taking title to or possession of all or any portion of the Liabilities which are then due and payableMortgaged Property, subject to Agent may order the continuing lien performance of this Deed of Trust for the balance not then due and payable. In case of any sale environmental assessments of the Mortgaged Property by judicial proceedingsqualified professionals, the Property may reasonable cost of which shall be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself borne by the Borrower and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyhereby.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the Property, or take such other action at law, equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A LoansDefault Rate. Without limiting the foregoing, Beneficiary Mortgagee may cause the foreclosure of foreclose this Deed of Trust Mortgage and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust Mortgage for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereofmanner. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Beneficiary Mortgagee may institute any one or more actions of mortgage foreclosure against all or any part of the PropertyMortgaged Premises, or take such other action at law, law or in equity or by contract for the enforcement of this Deed of Trust Mortgage and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance Obligations, together with all future advances and any other sums due by Mortgagor in accordance with the provisions of any judgment shall bear this Mortgage, together with interest from the date of default at the greater Default Rate set forth in the Term Note or the Revolving Note (whichever is higher), all costs of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust suit and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payableattorneys’ fees. In case of any sale of the Property Mortgaged Premises by judicial proceedings, the Property Mortgaged Premises may be sold in one parcel or in such parcels, manner or order as Beneficiary Mortgagee in its sole discretion may elect. GrantorMortgagor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary Mortgagee shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property Mortgaged Premises or in any other security hereunder or otherwise appertaining to the Liabilities Obligations or any other obligation secured by this Deed of TrustMortgage, whether by any statute, rule or precedent which may otherwise require said security to be marshalled marshaled in any manner and GrantorMortgagor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor Mortgagor as a defense in any proceeding instituted by Beneficiary Mortgagee to collect the Liabilities Obligations or any deficiency remaining unpaid after the foreclosure sale of the PropertyMortgaged Premises.

Foreclosure. The Beneficiary may may, subject to applicable federal and state laws and regulations, institute any one or more actions an action of foreclosure against all or any part of the Propertyforeclosure, or take such other action as the law may allow, at lawlaw or in equity, equity 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 allowTrust, and may proceed therein thereon to final judgment and execution for of the entire unpaid balance amount secured hereby including costs of the Liabilities. The unpaid balance of any judgment shall bear suit, interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payablereasonable attorneys' fees. In case of any sale of the Trust Property by virtue of judicial proceedings, the Trust Property may be sold in one parcel and as an entirety or in such parcels, manner or order as the Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a party defendant to a foreclosure proceeding shall and to foreclose its rights will not be asserted by the Grantor as a defense in any proceeding instituted by the Beneficiary to collect the Liabilities obligations secured hereby or any deficiency remaining unpaid after the foreclosure sale of the Trust Property. Costs and expenses incurred by the Beneficiary under this Section shall become part of the Secured Indebtedness secured hereby. Proceeds realized from a foreclosure of this Deed of Trust shall be applied in accord with the provisions of the Intercreditor Agreement and Section 4 of this Article 3 hereof and, in any event, in accord with the provisions of applicable law. (a) If Beneficiary elects to have foreclosure by exercise of the power of sale granted herein: (i) Upon such election, Beneficiary or Trustee shall give such notice of an Event of Default and election to sell as may then be required by applicable law, and shall advertise the sale in the manner prescribed by applicable law. Upon the obtaining of any court approvals, expiration of such time following the advertisement of sale, and the giving of such notice of sale as may then be required by applicable law, and without the necessity of any demand on Grantor, Trustee, at the time and place specified in the notice and advertisement of sale, shall sell all or any portion of the Trust Property, upon such terms and conditions as shall be required under applicable law. Trustee may, and upon request of Beneficiary shall, from time to time postpone any sale by public announcement at the time and place noticed therefor. Any person, including Grantor, Trustee or Beneficiary, may purchase at any sale. (ii) Upon any sale, Trustee shall execute and deliver to the purchaser a deed conveying the Trust Property sold, with special warranty, and the purchaser shall be let into immediate possession. If Grantor, or its heir, executor, administrator, successor or assign, occupies the Trust Property at the time of its sale: (x) each and all shall immediately become the tenant of the purchaser, under a tenancy from day to day, terminable at the will of either tenant or landlord, at a reasonable rent per day based upon the value of the Trust Property, such rent to be due daily to the purchaser; (y) an action in unlawful detainer shall lie if the tenant holds over after a demand in writing for possession of the Trust Property; and (z) this agreement and the Trustee's deed shall constitute the agreement under which any such tenant's possession arose and continued. The recitals in any deed delivered by Trustee of facts, such as the occurrence of an Event of Default, the giving of notice of default and notice and notice of sale, demand that such sale be made, postponement of sale, terms of sale, sale, purchase, payment of purchase money and other facts affecting the regularity or validity of such sale or disposition, shall be prima facie proof of the truth of such facts. (iii) Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of Grantor to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property and rights so-sold and to execute all necessary instruments of conveyance, assignment and transfer. Trustee may substitute one or more Persons with like power. Grantor hereby ratifies and confirms all that Trustee or any substitute shall lawfully do by virtue-hereof. Nevertheless, upon request by Trustee or Beneficiary, Grantor shall ratify and confirm any sale by executing and delivering to Trustee or the purchaser all instruments requested by Trustee or Beneficiary. (b) Upon any sale made under this Deed of Trust, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property by crediting the sales price (after deducting the costs and expenses of sale and any other sums which Trustee or Beneficiary is authorized to deduct) upon the indebtedness or other sums secured by this Deed of Trust. (c) Any sale made under this Deed of Trust, whether made under or by virtue of the power of sale herein granted, judicial proceedings or a judgment or decree of foreclosure and sale, shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the Trust Property and rights so sold, and shall be a perpetual bar, both at law and in equity, against Grantor and all Persons who may at any time claim the same, or any part thereof, from, through or under Grantor. Grantor hereby expressly waives any right to direct the order in which the Trust Property shall be sold pursuant hereto. (d) To the fullest extent permitted by law, Grantor will not at any time insist upon, plead, or in any manner whatsoever claim, take or insist upon any benefit or advantage of any stay, extension or moratorium law; any law pertaining to the marshaling of assets or the administration of estates or decedents; any exemption from execution or sale (including, but not limited to, any exemption of homestead); any law providing for valuation or appraisal prior to any sale pursuant to this Deed of Trust, or any decree, judgment or order of any court of competent jurisdiction; any law allowing redemption of Trust Property sold; or any law, now or at any time hereafter in force, which may affect the covenants and terms or performance of this Deed of Trust; and Grantor (for itself and all who claim under it) hereby expressly waives all benefit or advantage of such laws, and covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Trustee or Beneficiary, but to suffer and permit the execution of every power as though no such laws had been made or enacted. (e) Grantor hereby requests that a copy of any Notice of Default and a copy of any Notice of Sale under this Deed of Trust be mailed to Grantor at Grantor's address for Notices as set forth in Section 2 of Article IV.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Xxxxx Xxxxx Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Xxxxx Xxxxx Project and may manage, rent or lease the Xxxxx Xxxxx Project or any portion thereof upon such terms as Beneficiary may institute deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, either after or without such entry, to sell and dispose of the Xxxxx Xxxxx Project en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor therein, by advertisement or in any one manner provided by applicable law, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Trustee, to the extent permitted by applicable law, shall, out of the proceeds or more actions avails of foreclosure such sale, after first paying and retaining all fees, charges, costs of advertising the Xxxxx Xxxxx Project and of making said sale, and attorneys' fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate, rendering the excess, if any, as provided by the Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor, the heirs, successors and assigns of Grantor, and all other persons claiming the Xxxxx Xxxxx Project aforesaid, or any part thereof, by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Xxxxx Xxxxx Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Xxxxx Xxxxx Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the PropertyXxxxx Xxxxx Project, or take such other action at law, equity or by (ii) enter into any contract to convey (land contract/installment sales contract/contract for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein deed) title to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion part of the Liabilities Xxxxx Xxxxx Project which are then due and payablegives a purchaser possession of, subject or income from, the Xxxxx Xxxxx Project prior to the continuing lien a transfer of this Deed of Trust for the balance not then due and payable. In case of title to all or any sale part of the Property by judicial proceedings, the Property may be sold in one parcel Monte Villa Project or in such parcels, manner (iii) cause or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, permit a Change in the exercise Proportionate Ownership of its rights Grantor (as defined in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the PropertyMaster Loan Agreement).

Foreclosure. Beneficiary (i) Lender, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and singular, the Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or in parcels, and at such times and places as required or permitted by law and as are customary in the county in which the Property is located and upon such terms as Lender may fix and specify in the notice of sale to be given to Borrower (and on such other notice published or otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under the provisions of the laws of the jurisdiction or jurisdictions in which the Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Security Instrument, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Lender, being advised by counsel and its financial advisor, shall deem advisable to protect and enforce any of their rights or duties hereunder. (ii) Lender may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more actions of foreclosure against all or such sales as to any part of the PropertyProperty remaining unsold, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for but shall continue unimpaired until the entire unpaid balance Property shall have been sold. (iii) Upon taking title to the Commercial Units and the Improvements (whether by foreclosure, deed in lieu or otherwise) by Lender or any other purchaser or assignee of the Liabilities. The unpaid balance Commercial Units and the Improvements after an Event of any judgment Default, Borrower shall bear assign and transfer all of its right, title and interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust in and exercise its rights as a secured party for to all or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale other portions of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the PropertyLender.

Foreclosure. Beneficiary (a) Except as provided in the Loan Agreement, if any Event of Default shall have occurred, Trustee or Lender may institute at any one time proceed, at law or more actions of foreclosure against all in equity or any part otherwise, to enforce the payment of the PropertyNote in accordance with the terms thereof and, if the Note has been declared due and payable: (i) to institute an action to foreclose its interest under the Lien of this Mortgage against the Mortgaged Property by judicial foreclosure sale or strict foreclosure in a proceeding and to have the same sold under the judgment or decree of a court of competent jurisdiction or proceed to take any of such actions; (ii) to take such other action at law, law or in equity or by contract otherwise for the enforcement of this Deed of Trust Mortgage and realization the realization, upon obtaining a judgment for foreclosure, on the security or any other security herein or elsewhere provided for, in such manner and at such times as the law may allow, and may proceed therein to the extent permitted, and subject to the limitations imposed, by law to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance Debt, together with all other sums payable by Borrower in accordance with the provisions of the Note, this Mortgage and the other Loan Documents, and all sums which may have been advanced by Lender for Taxes and Other Charges, ground rents under the Ground Lease, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Mortgaged Property, all costs of suit, together with interest thereon at such interest rate as may be awarded in any judgment obtained by Lender, as the case may be, from and after the date of any judgment shall bear interest at foreclosure sale until actual payment is made to Lender of the greater full amount due Lender, and reasonable attorneys' fees through and including all appellate levels; and/or (iii) to sell, assign, transfer and deliver the whole or, from time to time, any part of (a) the statutory rate provided for judgmentsMortgaged Property, or any interest in any part thereof, at any private sale or at public auction permitted by law, with such demand, advertisement or notice as required by law, and on such other terms as required or permitted by law. (b) Should Lender elect to foreclose by exercise of the rate borne power of sale herein contained, Lender shall notify Trustee and shall deposit with Trustee this Mortgage and such receipts and evidence of expenditures made and secured hereby as Trustee may require. (i) Upon receipt of such notice from Lender, Trustee shall cause to be recorded, mailed or delivered to Borrower such notice of default and election to sell as is then required by law and by this Mortgage. Trustee shall, without demand on Borrower, after lapse of such time as may then be required by law and after recordation of such notice of default and after notice of such sale has been given as required by law, sell the Tranche A LoansMortgaged Property at time and place of sale fixed by it in said notice of sale, either as a whole, or in separate lots or parcels or items as Trustee shall deem expedient, and in such order as it may determine, at public auction, to the highest bidder for cash in lawful money of the United States payable at the time of sale. Without limiting Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the foregoingproperty so sold, Beneficiary but without any covenant or warranty, expressed or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Borrower, Trustee or Lender, may cause purchase at such sale and Borrower hereby covenants to warrant and defend the foreclosure title of such purchaser or purchasers. If allowed by law, Lender, if it is the purchaser, may credit bid the outstanding amount of the indebtedness secured hereby toward payment of the purchase price. Borrower hereby expressly waives and right of redemption after sale that Borrower may have at the time of sale or that may apply to the sale. (ii) After deducting all costs, fees and expenses of Trustee and of this Deed Mortgage, including costs of Trust evidence of title in connection with sale and exercise its rights as a reasonable Trustee's and reasonable attorneys' fees for conducting the sale, Trustee shall apply the proceeds of sale or payment of all sums expended under the terms hereof and not then repaid (with accrued interest thereon at the Default Rate), and to all other sums then secured party for hereby in accordance herewith, and the remainder, if any, to the person or persons legally entitled thereto. (iii) Trustee may postpone sale of all or any portion of the Liabilities which are then due Mortgaged Property by public announcement at such time and payableplace of sale, subject and from time to time thereafter may postpone such sale by public announcement at the continuing lien time fixed by the preceding postponement or by subsequently noticed sale, and without further notice make such sale at the time fixed by the last postponement; or Trustee may, in its discretion, give a new notice of this Deed sale. Lender may rescind and such notice of Trust for default at any time before Trustee=s sale by executing a notice of rescission and recording the balance not then due and payablesame. In case The recordation of such notice shall constitute a cancellation of any prior declaration of default and demand for sale and of any acceleration of maturity of the indebtedness secured hereby effected by any prior declaration or notice of default. The exercise by Lender of the right of rescission shall not constitute a waiver of any default and demand for sale, or notice of default and election to cause the said real estate to be sold, nor otherwise affect any of the Loan Documents or this Mortgage, or any of the rights, obligations or remedies of Lender or Trustee hereunder. Before taking title to or possession of all or any portion of the Mortgaged Property, Lender may order the performance of environmental assessments of the Mortgaged Property by judicial proceedingsqualified professionals, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself cost of which shall borne by Borrower and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyhereby.

Foreclosure. Beneficiary may institute any one or more actions request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his duty, upon such request of foreclosure against Beneficiary, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, a such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or it the absence of any such requirement, as Trustee and/or Beneficiary may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided that if the Land is situated in more than one county (or judicial district), such sale of the Mortgaged Property, or take any part thereof, may be made in any county (or judicial district) wherein any part of the Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, en the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other action than as required by applicable Law in effect at lawthe time of such sale. Any such sale may be as a whole or in such parcels as Trustee may select. After such sale, equity Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by contract for Grantor. Sale of a part of the enforcement Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Deed Subsection 3.2(:), if default is made in the payment of Trust any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and realization payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the security herein or elsewhere provided forsame terms, as the law may allowat tie same place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may proceed therein to final judgment be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and execution for without affecting in any way the entire unpaid power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Liabilities. The unpaid balance Obligation (except as to any proceeds of any judgment shall bear interest at sale which Beneficiary may apply as a prepayment on the greater Obligation) or the Liens securing payment of (athe Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the statutory rate provided for judgmentsSubject Interests included within, but alto, all other items constituting a part of, the Mortgaged Property, or (b) any part thereof, along with the rate borne Land, or any an thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the Tranche A Loans. Without limiting identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution aril application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals sate facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and ill acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof; or his failure, refusal or friability, for arty reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may cause appoint, in writhes, a substitute trustee, who shall thereupon succeed to all the foreclosure estates, titles, rights, powers and trusts herein granted tee and vested in Trustee. Such appointment may be made on behalf of this Deed of Trust and exercise its rights as a secured party for all Beneficiary by any person who is then the president, or any portion of vice president, or the Liabilities which are then due and payablecashier or secretary, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedingsor branch manager, the Property may be sold in one parcel or in such parcelsa senior representative, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustees agent and attorney-in-fact to act as Trustee under him and in his name, place fold stead, xx perform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Deed Subsection 3.2(c), including, without limitation, the posting and filing of Trustany notices, whether the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property is sold, but in the name and on behalf of Trustee. All acts done or performed by any statutesuch agent and attorney-in-fact shall be valid, rule lawful and binding as if done or precedent which may otherwise require said security to be marshalled performed by Trustee. Wherever herein the word “Trustee” is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyquestion.

Foreclosure. Beneficiary (a) Upon the occurrence of a default, Trustee is authorized and empowered and it shall be Trustee's special duty at the request of Agent to sell the Deed of Trust Mortgaged Properties, or any part thereof, as an entirety or in parcels as Agent may institute elect, at such place or places and otherwise in the manner and upon such notice as may be required by law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. (b) Upon the occurrence of a default (i) this Mortgage may be foreclosed as to the Other Mortgaged Properties, or any part thereof, in any manner permitted by applicable law, or (ii) the Agent may, to the extent permitted by applicable law, sell the Other Mortgaged Properties, or any part thereof, as an entirety or in parcels as Agent may elect, at such place or places and otherwise in the manner and upon such notice as may be required by law or, in the absence of any such requirement, as the Agent may deem appropriate (Mortgagor expressly granting to the Agent the power of sale). (c) Upon the occurrence of a default, Agent may exercise its rights of enforcement with respect to the Collateral under the Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) To the extent permitted by law, Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) Written notice mailed to Mortgagor as provided herein at least five (5) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof, may, at the option of Agent, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds. (d) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Trustee or his successor or substitute, and the Agent acting under power of sale, may appoint or delegate any one or more actions persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of foreclosure against notices and the conduct of sale), and such appointment need not be in writing or recorded, Any and all statements of fact or other recitals made in any part deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the Propertysecured indebtedness or as to the occurrence of any default, or take such other action at law, equity 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, and may proceed therein to final judgment and execution for the entire unpaid balance all of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities which are then indebtedness having been declared to be due and payable, subject or as to the continuing lien request to sell, or as to notice of this Deed time, place and terms of Trust sale and the properties to be sold having been duly given, or, with respect to any sale by the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Notes or the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of the Agent as to the occurrence of an event, such as an Event of Default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the balance not then due and payable. In case of Trustee, Agent, any sale public officer acting under execution or order of the Property by judicial proceedingscourt or any other party to have physically present or constructively in his/her or its possession, either at the time of or prior to such sale, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit part thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Property.

Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Xxxxx Xxxxx Project is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Xxxxx Xxxxx Project and may manage, rent or lease the Xxxxx Xxxxx Project or any portion thereof upon such terms as Beneficiary may institute deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, either after or without such entry, to sell and dispose of the Xxxxx Xxxxx Project en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor therein, by advertisement or in any one manner provided by applicable law, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Trustee, to the extent permitted by applicable law, shall, out of the proceeds or more actions avails of foreclosure such sale, after first paying and retaining all fees, charges, costs of advertising the Xxxxx Xxxxx Project and of making said sale, and attorneys' fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate, rendering the excess, if any, as provided by the Master Loan Agreement; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor, the heirs, successors and assigns of Grantor, and all other persons claiming the Xxxxx Xxxxx Project aforesaid, or any part thereof, by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Xxxxx Xxxxx Project or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to see to the application of the purchase money. PROHIBITION ON TRANSFER. The present ownership and management of the Xxxxx Xxxxx Project is a material consideration to Beneficiary in making the loan secured by this instrument, and except as expressly permitted in the Master Loan Agreement, Grantor shall not (i) convey title to all or any part of the PropertyXxxxx Xxxxx Project, or take such other action at law, equity or by (ii) enter into any contract to convey (land contract/installment sales contract/contract for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein deed) title to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion part of the Liabilities Xxxxx Xxxxx Project which are then due and payablegives a purchaser possession of, subject or income from, the Xxxxx Xxxxx Project prior to the continuing lien a transfer of this Deed of Trust for the balance not then due and payable. In case of title to all or any sale part of the Property by judicial proceedings, the Property may be sold in one parcel Xxxxx Xxxxx Project or in such parcels, manner (iii) cause or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, permit a Change in the exercise Proportionate Ownership of its rights Grantor (as defined in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the PropertyMaster Loan Agreement).

Foreclosure. Beneficiary may institute any one or more actions request Trustee to proceed with foreclosure, and in such event Trustee is hereby authorized and empowered, and it shall be his duty, upon such request of foreclosure against Beneficiary, and to the extent permitted by applicable Law, to sell all or any part of the Mortgaged Property at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by applicable Law, or in the absence of any such requirement, as Trustee and/or Beneficiary may deem appropriate, and to make conveyance to the purchaser or purchasers thereof. Any sale of any part of the Mortgaged Property shall be made to the highest bidder or bidders for cash, at the courthouse door of, or at such other place as may be required or permitted by applicable Law in, the county (or judicial district) wherein the Land included within the Mortgaged Property to be sold is situated; provided that if the Land is situated in more than one county (or judicial district), such sale of the Mortgaged Property, or take any part thereof, may be made in any county (or judicial district) wherein any part of the Land included within the Mortgaged Property to be sold is situated. Any such sale shall be made at public outcry, on the day of any month, during the hours of such day and after written notices thereof have been publicly posted in such places and for such time periods and after all Persons entitled to notice thereof have been sent such notice, all as required by applicable Law in effect at the time of such sale; and nothing herein shall be deemed to require Beneficiary or Trustee to do, and Beneficiary and Trustee shall not be required to do, any act other action than as required by applicable Law in effect at lawthe time of such sale. Any such sale may be as a whole or in such parcels as Trustee may select. After such sale, equity Trustee shall make to the purchaser or purchasers thereunder good and sufficient deeds and assignments, in the name of Grantor, conveying the Mortgaged Property, or part thereof, so sold to the purchaser or purchasers with general warranty of title (subject to Permitted Liens) by contract for Grantor. Sale of a part of the enforcement Mortgaged Property shall not exhaust the power of sale, but sales may be made from time to time until the Obligation is paid and performed in full. It shall not be necessary to have present or to exhibit at any such sale any of the Collateral. In addition to the Rights and powers of sale granted under the preceding provisions of this Deed Subsection 3.2(c), if default is made in the payment of Trust any installment of the Obligation, Beneficiary, at its option, at once or at any time thereafter while any matured installment remains unpaid, without declaring the entire Obligation to be due and realization payable may orally or in writing direct Trustee to enforce this trust and to sell the Mortgaged Property subject to such unmatured Obligation and the Liens securing its payment, in the same manner, on the security herein or elsewhere provided forsame terms, as at the law may allowsame place and time, and after having given notice in the same manner, all as provided in the preceding provisions of this Subsection 3.2(c). After such sale, Trustee shall make due conveyance to the purchaser or purchasers. Sales made without maturing the Obligation may proceed therein to final judgment be made hereunder whenever there is a default in the payment of any installment of the Obligation without exhausting the power of sale granted hereby, and execution for without affecting in any way the entire unpaid power of sale granted under this Subsection 3.2(c) on the unmatured balance of the Liabilities. The unpaid balance Obligation (except as to any proceeds of any judgment shall bear interest at sale which Beneficiary may apply as a prepayment on the greater Obligation) or the Liens securing payment of (athe Obligation. It is intended by each of the foregoing provisions of this Subsection 3.2(c) that Trustee may, after any request or direction by Beneficiary, sell, not only the statutory rate provided for judgmentsSubject Interests included within, but also, all other items constituting a part of, the Mortgaged Property, or (b) any part thereof, along with the rate borne Land, or any part thereof, included within the Mortgaged Property all as a unit and as a part of a single sale, or may sell any part of the Mortgaged Property separately from the remainder of the Mortgaged Property. It is agreed that, in any deed or assignment given by Trustee, any and all statements of fact or other recitals therein made as to the Tranche A Loans. Without limiting identity of Beneficiary, or as to the occurrence or existence of any Default, or as to the acceleration of the maturity of the Obligation, or as to the request to sell, notice of sale, time, place, terms and manner of sale, and the receipt, distribution and application of the money realized therefrom, or as to the due and proper appointment of a substitute trustee, and, without being limited by the foregoing, as to any other act or thing having been duly done by Beneficiary or by Trustee, shall be taken by all courts of law and equity as prima facie evidence that the said statements or recitals state facts and are without further question to be so accepted, and Grantor does hereby ratify and confirm any and all acts that Trustee may lawfully do in the premises by virtue hereof. In the event of the resignation (such resignation being hereby authorized for any reason) or death of Trustee, or his removal from his county of residence stated on the first page hereof, or his failure, refusal or inability, for any reason, to make any such sale or to perform any of the trusts herein declared, or, at the option of Beneficiary, without cause, Beneficiary may cause appoint, in writing, a substitute trustee, who shall thereupon succeed to all the foreclosure estates, titles, rights, powers and trusts herein granted to and vested in Trustee. Such appointment may be made on behalf of this Deed of Trust and exercise its rights as a secured party for all Beneficiary by any person who is then the president, or any portion of vice president, or the Liabilities which are then due and payablecashier or secretary, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedingsor branch manager, the Property may be sold in one parcel or in such parcelsa senior representative, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or in any other security hereunder or otherwise appertaining to the Liabilities or any other obligation secured authorized officer or agent of Beneficiary. In the event of the resignation (such resignation being hereby authorized for any reason) or death of any such substitute trustee, or his failure, refusal or inability to make such sale or perform such trusts, or, at the option of Beneficiary, without cause, successive substitute trustees may thereafter, from time to time, be appointed by Beneficiary in the same manner. Trustee may appoint, in writing, any one or more Persons as Trustee’s agent and attorney-in-fact to act as Trustee under him and in his name, place and stead, xx xerform any one or more acts necessary or incident to any sale under the power of sale granted under the preceding provisions of this Deed Subsection 3.2(c), including, without limitation, the posting and filing of Trustany notices, whether the conduct of such sale and the execution and delivery of any instruments conveying the Mortgaged Property so sold, but in the name and on behalf of Trustee. All acts done or performed by any statutesuch agent and attorney-in-fact shall be valid, rule lawful and binding as if done or precedent which may otherwise require said security to be marshalled performed by Trustee. Wherever herein the word ATrustee@ is used, the same shall mean the person who is the duly appointed trustee or substitute trustee hereunder at the time in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyquestion.

Foreclosure. Beneficiary If an Event of Default shall have occurred and be continuing, Collateral Agent may institute any one or more actions of foreclosure against all or any part of the Property, or take such other action at law, equity or by contract proceedings for the enforcement of this Deed of Trust and realization on the security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgments, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the complete foreclosure of this Deed of Trust and exercise its rights as a secured party for all or any portion of the Liabilities Mortgage, in which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold for cash or credit in one parcel or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that five (5) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the property sold and such parcelssale shall be a perpetual bar both at law and in equity against Mortgagor, manner and against all other persons claiming or order as Beneficiary in its sole discretion may elect. Grantorto claim the property sold or any part thereof, for itself and anyone claiming by, through or under itMortgagor. Mortgagee may be a purchaser at such sale and if Mortgagee is the highest bidder, may credit the portion of the purchase price that would be distributed to Mortgagee against the Obligations secured hereby agrees that Beneficiary in lieu of paying cash. Out of the proceeds of said sale, Collateral Agent shall in no mannerpay: all costs, in law or in equitycharges, be limitedexpenses, except as herein providedcommissions, in the exercise unpaid taxes, and fees of its rights in advertising, selling and conveying the Property and such other assessments, insurance or in any other security hereunder fees or otherwise appertaining costs as may have been incurred; a sum sufficient to pay the Liabilities entire balance owing on the Obligations secured hereby; and the surplus, if any, to Mortgagor or any other obligation secured by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertyperson entitled thereto.

Foreclosure. If any Event of Default shall have occurred, Beneficiary may institute at any one time proceed, at law or more actions of foreclosure against all in equity or any part otherwise, to enforce the payment of the PropertyNote in accordance with the terms thereof and, if the Note has been declared due and payable: (a) to institute an action to foreclose its interest under the Lien of this Deed of Trust against the Trust Property by judicial foreclosure sale or strict foreclosure in one proceeding or against portions of the Trust Property in a series of separate proceedings, and to have the same sold under the judgment or decree of a court of competent jurisdiction or proceed to take any of such actions; (b) to take such other action at law, law or in equity or by contract otherwise for the enforcement of this Deed of Trust and realization the realization, upon obtaining a judgment for foreclosure, on the security or any other security herein or elsewhere provided for, in such manner and at such times as the law may allow, and may proceed therein to the extent permitted, and subject to the limitations imposed, by law to final judgment and execution for the entire unpaid balance of the Liabilities. The unpaid balance Debt, together with all other sums payable by Trustor in accordance with the provisions of any judgment shall bear interest at the greater of (a) the statutory rate provided for judgmentsNote, or (b) the rate borne by the Tranche A Loans. Without limiting the foregoing, Beneficiary may cause the foreclosure of this Deed of Trust and exercise its rights the other Loan Documents, and all sums which may have been advanced by Beneficiary for Taxes and Other Charges, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Trust Property, all costs of suit, together with interest thereon at such interest rate as a secured party for may be awarded in any judgment obtained by Beneficiary, as the case may be, from and after the date of any foreclosure sale until actual payment is made to Beneficiary of the full amount due Beneficiary, and attorneys' fees through and including all appellate levels; and/or (c) to sell, assign, transfer and deliver the whole or, from time to time, any part of the Trust Property, or any portion of the Liabilities which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. In case of any sale of the Property by judicial proceedings, the Property may be sold in one parcel or in such parcels, manner or order as Beneficiary in its sole discretion may elect. Grantor, for itself and anyone claiming by, through or under it, hereby agrees that Beneficiary shall in no manner, in law or in equity, be limited, except as herein provided, in the exercise of its rights in the Property or interest in any part thereof, at any private sale or at public auction permitted by law, with such demand, advertisement or notice as required by law, and on such other security hereunder terms as required or otherwise appertaining to the Liabilities or any other obligation secured permitted by this Deed of Trust, whether by any statute, rule or precedent which may otherwise require said security to be marshalled in any manner and Grantor, for itself and others as aforesaid, hereby expressly waives and releases any right to or benefit thereof. The failure to make any tenant a defendant to a foreclosure proceeding shall not be asserted by Grantor as a defense in any proceeding instituted by Beneficiary to collect the Liabilities or any deficiency remaining unpaid after the foreclosure sale of the Propertylaw.