Common use of REMEDIES, ETC Clause in Contracts

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in the second paragraph of Section 1.04 regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During Following the period in which an Event declaration of Default shall have occurred the Secured Obligations then outstanding to be due and be continuingpayable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers, with a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. (8) Without limitation to the foregoing, exercise any available rights and remedies under the Equity Pledge Agreement and the Asset Pledge Agreement.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuingcontinuing and the Advances then outstanding shall have been declared due and payable in accordance with Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders, with a copy to the Company and the Portfolio Manager) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. In connection with any sale of the Collateral, or any part thereof, pursuant to this clause (c), the Portfolio Manager and its Affiliates may enter one or more bids through the Designated Independent Broker-Dealer.

REMEDIES, ETC. During Following the period in which an Event declaration of Default shall have occurred the Secured Obligations then outstanding to be due and be continuingpayable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v5) Take control of any proceeds of the Collateral; (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. Notwithstanding anything to the contrary herein, (x) neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral prior to the commencement of the exercise of remedies of a secured party under the UCC pursuant to clauses (1) or (2) above, and (y) in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Financing Commitments following the occurrence and during the continuation of an Event of Default, the Company, the Parent and/or any of their respective Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Secured Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (who shall provide a copy to the Collateral Agent) of its election to exercise such right (the “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than five (5) Business Days after the date on which the Company receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Financing Commitments, as applicable. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral in cash, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than five (5) Business Days following delivery of the Exercise Notice. The Administrative Agent shall not cause liquidation or disposition of the Fund Asset to occur during the time that the Company and its Affiliates are entitled to provide an Exercise Notice. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers, with a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. (8) Without limitation to the foregoing, exercise any available rights and remedies under the Equity Pledge Agreement and the Asset Pledge Agreement. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which the Collateral Agent (in any capacity) has under the Asset Pledge Agreement or under the laws of any jurisdiction other than the United States.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers, with (to the extent permitted by applicable law) a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers, with a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder.

REMEDIES, ETC. During CUMULATIVE. (a) Each right, power and remedy of the period Pledgee (for the benefit of the Pledgee and the other Secured Parties) provided for in which an Event of Default shall have occurred and be continuingthis Agreement, the Collateral Agent Indenture, any Indenture Document or any other security agreement, mortgage, guaranty or now or hereafter existing at law or in equity or by statute shall (but only if be cumulative and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, concurrent and shall be in addition to every other rights such right, power or remedy. The exercise or beginning of the exercise by the Pledgee (for the benefit of the Pledgee and the other Secured Parties) of any one or more of the rights, powers or remedies provided for herein in this Agreement, the Indenture, or any other Indenture Document or now or hereafter existing at law or in equity or by statute or otherwise available shall not preclude the simultaneous or later exercise by the Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee to itexercise any such right, power or remedy shall operate as a waiver thereof. (b) Each Pledgor authorizes the Pledgee to sell all or any portion of the rights and remedies Excluded Capital Stock together with all of a secured party under the UCC (whether or not Pledged Interests of the UCC applies Issuer of such Excluded Capital Stock to the affected Collateral) and also may, without notice except same extent as specified below, sell it is permitted to authorize the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn Pledged Interests hereunder without any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all liability thereto or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer duty owed thereby other than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer as otherwise expressly required hereunder with respect to all or any such Pledged Interests in the same sale and on the same terms and for the same consideration as provided in such sale of the CollateralPledged Interests and at the same price per share or unit of Pledged Interest as the Excluded Capital Stock; and/or provided that the Pledgee shall promptly upon receipt of such consideration turn over to such Pledgor (viiafter deducting a pro rata portion of the costs and expenses incurred in connection with such sale) Perform the proceeds of such sale relating to the Excluded Capital Stock so sold, together with a copy of any instruments or other acts documentation evidencing such share and an accounting of the costs and expenses applied thereto. Each Pledgor agrees that the foregoing provisions of this Section 9 shall apply to such Excluded Capital Stock as may be reasonably required if such Excluded Capital Stock were Pledged Interests, subject to do to protect the Collateral Agent’s rights immediately preceding sentence, the last sentence of Section 4 and interest hereunderSection 6(ii).

REMEDIES, ETC. During the period in which an If any Event of Default shall have occurred and be continuing: (a) the Secured Party may declare all unpaid principal, together with accrued interest thereon and together with all other amounts owing to the Secured Party under this Agreement and/or the Note, to be forthwith due and payable. (b) The Secured Party in its discretion may require the Obligor to, and the Obligor shall, assemble the Collateral owned by it at such place or places, reasonably convenient to both the Secured Party and the Obligor, designated in the Secured Party's request; (c) The Secured Party in its discretion may make any reasonable compromise or settlement it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise amend, revise, release, modify or otherwise change the terms of, all or any part of the Collateral; (d) The Secured Party in its discretion may, in its name or in the name of the Obligor or otherwise, demand, xxx upon or otherwise enforce performance under, and demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all or any part of, the Collateral, but shall be under no obligation to do so; (e) The Secured Party in its discretion may, upon five (5) business days' prior written notice to the Obligor of the time and place, which the Obligor agrees and acknowledges shall constitute commercially fair and reasonable notice, with respect to all or any part of the Collateral Agent which shall then be or shall thereafter come into the possession, custody or control of the Secured Party or any of its agents, sell, lease or otherwise dispose of all or any part of such Collateral, at such place or places as the Secured Party deems best, for cash, for credit or for future delivery (but only if without thereby assuming any credit risk) and at public or private sale, without demand of performance or notice of intention to effect any such disposition or of time or place of any such sale (except such notice as is required above or by applicable statute and cannot be waived), and the Secured Party or any other Person may be the purchaser, lessee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent directed permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (f) The Secured Party shall have, and in writing by the Required Lenders) do any its discretion may exercise, all of the following: (i) Exercise in rights, remedies, powers and privileges with respect of to the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies Collateral of a secured party under the UCC (whether or not the UCC applies is in effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the affected Collateral) maximum extent permitted by law, to exercise all voting, consensual and also may, without notice except as specified below, sell other powers of ownership pertaining to the Collateral or any part thereof in one or more parcels at public or private sale, at any as if the Secured Party were the sole and absolute owner of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, (and upon the obligor agrees to take all such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts action as may be reasonably required appropriate to do give effect to protect the Collateral Agent’s rights and interest hereundersuch right).

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. Without limitation to the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may exercise any available rights and remedies under the Security Trust Deed and any other Non-USD Obligation Security Document. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which Citibank, N.A. or any affiliate thereof (as Collateral Agent or in a similar role) has under the Security Trust Deed or under any other Non-USD Obligation Security Document.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers with, to the extent permitted by Applicable Law, a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as directed by the Administrative Agent and as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. (8) Without limitation to the foregoing, exercise any available rights and remedies under the Security Deed. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which U.S. Bank or any affiliate thereof (as Collateral Agent, Collateral Trustee or in a similar role) has under the Security Deed or the Custody and Account Bank Agreement or under the laws of any jurisdiction other than the United States. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in the second paragraph of Section 1.04 regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (ia) Exercise The Pledgee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) Pledgee may deem commercially reasonable, and may bid for and purchase any or all of the Collateral at any such sale. The Company Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Pledgee shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (iib) Transfer The Pledgee may: (i) transfer all or any part of the Collateral Securities into the name of the Pledgee or its nominee or nominees; (ii) collect and receive all of the dividends and other distributions in respect of the Collateral Agent or a nominee thereofSecurities, and apply such dividends and other distributions, at its discretion, as provided in Section 5.6; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange vote all or any part thereof, or compromise or extend or renew for any period of the Collateral Securities (whether or not longer than transferred into the original periodname of the Pledgee) any obligations of any nature of any party with and give all consents, waivers and ratifications and exercise all rights in respect theretothereof as though it were the outright owner thereof; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute execute (in the name, place and stead of any of the CompanyPledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralCollateral Securities; and/orand (viiv) Perform exercise all or any of the rights of the Pledgor pursuant to the Registration Rights Agreement, as the assignee of such other acts as may be reasonably required rights pursuant to do to protect the Collateral Agent’s assignment of such rights and interest hereundercontained in Section 2.1 of this Pledge Agreement.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers or the Administrative Agent on their behalf) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers or the Administrative Agent on their behalf) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers, with a copy to the Company) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. (8) Without limitation to the foregoing, exercise any available rights and remedies under the Equity Pledge Agreement and the Asset Pledge Agreement. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which the Collateral Agent (in any capacity) has under the Asset Pledge Agreement or under the laws of any jurisdiction other than the United States.

REMEDIES, ETC. During the period in during which an Event of Default shall have occurred and be continuing, subject to CGB Subordination Agreement, Administrative Agent may exercise, without any other notice to or demand upon the Collateral Agent shall Pledgor (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateralunless otherwise specified herein), in addition to the other rights and remedies provided for herein or in any other Loan Document or otherwise available to it, . (a) Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (whether or not the UCC applies Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the Laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, at Administrative Agent’s option, to have all Pledged Interests registered in the name of Administrative Agent or its nominee (if not already so registered) and Administrative Agent or its nominee may thereafter exercise all voting, consensual and other powers of ownership pertaining to the affected CollateralCollateral as if Administrative Agent were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right); (b) and also Administrative Agent in its discretion may, without in its name or in the name of Pledgor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (c) Administrative Agent may, upon ten (10) days’ prior written notice except as specified belowto Pledgor of the time and place, sell with respect to the Collateral or any part thereof in one which shall then be or more parcels shall thereafter come into the possession, custody or control of Administrative Agent or any of its agents, sell, assign or otherwise dispose of all or any part of such Collateral, at such place or places as Administrative Agent deems best, and for cash or on credit or for future delivery (without thereby assuming any credit risk), at public or private sale, at without demand of performance or notice of intention to effect any such disposition or of time or place thereof (except such notice as is required above or by applicable Law and cannot be waived) and Administrative Agent or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee so disposed of the Collateral Agent at any public sale (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees thator, to the extent permitted by Law, at any private sale), and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Pledgor, any such demand, notice of sale shall be required intention to effect, or right and equity being hereby expressly waived and released. Unless prohibited by lawapplicable Law, at least ten (10) calendar days’ prior Administrative Agent may, without notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned; (iid) Transfer Administrative Agent may exercise all membership rights, powers and privileges to the same extent as Pledgor is entitled to exercise such rights, powers and privileges; (e) Upon notice to Pledgor, Administrative Agent may cause the Pledged Interests to be sold in accordance with Subsection (c) above and, in connection therewith, cause each purchaser of all or any part of any Pledged Interests to be admitted as a new member of Borrower, to the extent of such Pledged Interests, and cause Pledgor to withdraw as a member of Borrower, to the extent such Pledged Interests are sold (in accordance with Subsection (c) above), and, if appropriate, cause one or more new limited liability certificates to be issued and/or amended or restated articles of organization or formation to be filed with respect to Borrower; (f) Administrative Agent may exercise any and all rights and remedies of Pledgor under or in connection with the Relevant Documents or otherwise in respect of the Collateral, including, without limitation, any and all rights of Pledgor to demand or otherwise require payment of any amount under, or performance of any provisions of, the Relevant Documents; and (g) all payments received by Pledgor under or in connection with the Relevant Documents or otherwise in respect of the Collateral shall be received in trust for the benefit of Administrative Agent, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Administrative Agent in the same form as so received (with any necessary endorsements). Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities Laws, Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral into the name of Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Administrative Agent or than those obtainable through a nominee thereof; (iii) Enforce collection public sale without such restrictions, and that Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew issuer thereof to register it for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunderpublic sale.

REMEDIES, ETC. During Upon the period in which occurrence and continuance of an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the followingDefault: (ia) Exercise The Collateral Agent shall, at the direction of the Administrative Agent, exercise in respect of the Collateral, in addition to other rights and Collateral any remedies provided for herein by the Collateral Documents in accordance with the terms thereof or otherwise available to itany other remedies provided by applicable law, all the including, without limitation, rights and remedies of a secured party under the UCC UCC. (whether or not b) Subject to Section 4.7, the UCC applies to Collateral Agent shall, at the affected Collateral) and also maydirection of the Administrative Agent, without notice except as specified below, sell Liquidate the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. Subject to Section 4.7 the Administrative Agent and its Affiliates shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Warehouse Assets so Liquidated, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or the Collateral Agent arising out of the exercise by the Administrative Agent or the Collateral Agent of any of their respective rights hereunder. The Company Borrower agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent (on behalf of the Administrative Agent) shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may shall, at the direction of the Administrative Agent, adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. The Borrower, the Warehouse Collateral Manager and the Equity Investors shall be given prior notice of any such sale. (iic) Transfer The Collateral Agent shall, at the direction of the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or the Equity Investors: (i) transfer all or any part of the Collateral into the name of the Collateral Agent for the benefit of the Secured Parties, the Lenders, the Administrative Agent or a the nominee thereof;of any of the foregoing, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent, the Administrative Agent or any Lender of any amount due or to become due thereunder, (iii) Enforce enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;, (iv) Endorse endorse any checks, drafts, or other writings in the CompanyBorrower’s name to allow collection of the Collateral;, (v) Take take control of any proceeds Proceeds of the Collateral;, (vi) Execute execute (in the name, place and stead of any of the CompanyBorrower) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or, and (vii) Perform perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) ), under the laws of Canada and each applicable province thereof and under the laws of each other Eligible Jurisdiction and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s 's offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in Section 1.04(b) regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During the period in which (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and Grantee may, to the extent directed in writing permitted by law, personally or, to the Required Lenders) do any of the followingextent permitted by law, by agents, with or without entry, if Grantee shall deem it advisable: (i) Exercise in respect proceed to protect and enforce its rights under any of the CollateralLoan Documents by suit for specific performance of any covenant herein contained or contained in any of the other Loan Documents, or in addition to aid of the execution of any power herein granted or granted in any of the other rights Loan Documents, or for the foreclosure of this Deed and remedies provided for herein the sale of the Collateral (or otherwise available to it, all any portion thereof) under the rights and remedies judgment or decree of a secured party under court of competent jurisdiction, or for the UCC enforcement of any other right as Grantee shall deem most effectual for such purpose; or (whether ii) sell and dispose of the Collateral (or not any part thereof) at one or more public sale or sales, at the UCC applies to usual place for conducting sales at the affected Collateral) and also may, without notice except as specified below, sell courthouse in the county where the Collateral or any part thereof may be located in order to pay the Second Priority Obligations, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff’s advertisements are published in said county, all other notice being hereby waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Collateral in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and Grantor hereby constitutes and appoints Grantee or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall, to the extent permitted by law, be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of Grantor, or its successors in interest, in and to said Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any person in possession under Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and are in addition to any and all other remedies which Grantee may have at law or in equity. Any portion of the Collateral sold pursuant to this Deed may, to the extent permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in such manner or order as Grantee in its sole discretion, may elect, to the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the Second Priority Obligations are paid in full or the Collateral is sold. Grantee, or its designee, may bid for and acquire the Collateral or any part thereof at any sale made under or by virtue of this Deed and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in respect of any Second Priority Obligations after deducting from the sales price the reasonable expenses of the sale actually incurred by Grantee and the reasonable costs of the action or proceedings actually incurred by Grantee and any other sums that Grantee is authorized to deduct under this Deed or applicable law. Grantee, and its agents and representatives, shall have the right to enter upon all or any portion of the Land or the Improvements to exercise any remedy specified in any Loan Document. (b) Upon, or at any time after the occurrence and during the continuance of an Event of Default hereunder, whether or not Grantee has instituted an action in foreclosure, Grantee may petition any court of competent jurisdiction for the appointment of a receiver for the Collateral, and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of such receiver and consents thereto. Such appointment may be made either before or after a foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the time of application for such receiver and without regard to the then value of the Collateral, and whether or not the same is occupied as a homestead, and without bond being required of the applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such receiver shall have all powers and duties prescribed by applicable law, including, without limitation, the powers to: (i) collect the rents of the Collateral during the pendency of any foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs, executors, administrators, legal representatives, successors, or assigns, except for the intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify any then existing Space Leases and to make new Space Leases, which extensions, modifications and new Space Leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of any Second Priority Obligations and beyond the date of issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Space Leases, and the options or other such provisions to be contained therein, shall be binding upon Grantor and all persons whose interests in the Collateral are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any discharge or satisfaction of the Second Priority Obligations, satisfaction of any foreclosure decree or deficiency judgment, or issuance of any xxxx of sale or deed to any purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Collateral during the whole of such period; and (iv) as may otherwise be granted by the court or under applicable law. Except as otherwise specified in the Second Lien Credit Agreement, the receiver shall, upon receipt of authority from the court and upon application to the court from Grantee, apply the net income in his or her hands in payment in whole or in part to: (1) the Second Priority Obligations secured hereby or by any judgment or decree foreclosing this Deed, or any imposition or lien which may be or become superior to the lien hereof or of such judgment or decree, provided such application is made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Grantee shall be entitled to the continued possession and control of any cash, deposits or instruments at the time held or payable or deliverable under the terms of this Deed to Grantee and shall apply such proceeds in the manner described in the immediately preceding sentence. (c) In any sale under any provision of this Deed or pursuant to any judgment or decree of court, the Collateral, to the extent permitted by law, may be sold in one or more parcels parcels, or as an entirety, and in such order as Grantee may elect, without regard to the right of Grantor or any Person claiming under Grantor to the marshalling of assets. The purchaser at public or private such sale shall take title to the property so sold free and discharged of the estate of Grantor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money; provided, however that if Grantee is the purchaser at such sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Grantee shall not be obligated to make any sale of so discharged but instead shall apply the Collateral regardless of notice of sale having been givenpurchase money in accordance with this Deed and the Second Lien Credit Agreement. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforAny Person, and such sale mayincluding, without further noticelimitation, be made Grantee, may purchase at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereundersale.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) ), under the laws of Canada and each applicable province thereof and under the laws of each other Eligible Jurisdiction and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in Section 1.04(b) regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) i. Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) . Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) . Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) . Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) v. Take control of any proceeds of the Collateral; (vi) . Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) . Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. Without limitation to the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may exercise any available rights and remedies under the Security Trust Deed and any other Non-USD Obligation Security Document. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which Citibank, N.A. or any affiliate thereof (as Collateral Agent or in a similar role) has under the Security Trust Deed or under any other Non-USD Obligation Security Document.

REMEDIES, ETC. During Following the period Secured Obligations then outstanding becoming due and payable in which an Event of Default shall have occurred and be continuingfull pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for - 178 - cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder.. After the termination of the Financing Commitments in full and the payment in full in cash of all Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company. Without limiting any other rights of the Collateral Agent and the other Secured Parties under this Agreement, each of the Company and the Servicer hereby acknowledges and agrees that the Collateral Agent, the Administrative Agent or any Lender may bid (including, without limitation, credit bid) and purchase, in any public or private sale conducted under the provisions of the UCC (including pursuant to Sections 9-610 and 9-620 of the UCC), the provisions of the Bankruptcy Code (including pursuant to Section 363 of the Bankruptcy Code), or at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with applicable law, all or any portion of the Collateral. For the avoidance of doubt, each of the Company and the Servicer hereby further agrees that the Administrative Agent and each Lender (subject to Section 9.02(d)) shall retain all rights (individual and otherwise) it may have to submit a bid at a public or private sale in connection with the purchase of all or any portion of the Collateral, in which any of the Secured Obligations owing to such Lenders under this Agreement are used and applied as a credit on account of the purchase price, at any sales of all or any portion of the Collateral conducted under the provisions of the UCC and the Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral. - 180 -

REMEDIES, ETC. During the period in which (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and Grantee may, to the extent directed in writing permitted by law, personally or, to the Required Lenders) do any of the followingextent permitted by law, by agents, with or without entry, if Grantee shall deem it advisable: (i) Exercise in respect proceed to protect and enforce its rights under any of the CollateralLoan Documents by suit for specific performance of any covenant herein contained or contained in any of the other Loan Documents, or in addition to aid of the execution of any power herein granted or granted in any of the other rights Loan Documents, or for the foreclosure of this Deed and remedies provided for herein the sale of the Collateral (or otherwise available to it, all any portion thereof) under the rights and remedies judgment or decree of a secured party under court of competent jurisdiction, or for the UCC enforcement of any other right as Grantee shall deem most effectual for such purpose; or (whether ii) sell and dispose of the Collateral (or not any part thereof) at one or more public sale or sales, at the UCC applies to usual place for conducting sales at the affected Collateral) and also may, without notice except as specified below, sell courthouse in the county where the Collateral or any part thereof may be located in order to pay the First Priority Obligations, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff’s advertisements are published in said county, all other notice being hereby waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Collateral in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and Grantor hereby constitutes and appoints Grantee or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall, to the extent permitted by law, be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of Grantor, or its successors in interest, in and to said Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any person in possession under Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and are in addition to any and all other remedies which Grantee may have at law or in equity. Any portion of the Collateral sold pursuant to this Deed may, to the extent permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in such manner or order as Grantee in its sole discretion, may elect, to the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the First Priority Obligations are paid in full or the Collateral is sold. Grantee, or its designee, may bid for and acquire the Collateral or any part thereof at any sale made under or by virtue of this Deed and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in respect of any First Priority Obligations after deducting from the sales price the reasonable expenses of the sale actually incurred by Grantee and the reasonable costs of the action or proceedings actually incurred by Grantee and any other sums that Grantee is authorized to deduct under this Deed or applicable law. Grantee, and its agents and representatives, shall have the right to enter upon all or any portion of the Land or the Improvements to exercise any remedy specified in any Loan Document. (b) Upon, or at any time after the occurrence and during the continuance of an Event of Default hereunder, whether or not Grantee has instituted an action in foreclosure, Grantee may petition any court of competent jurisdiction for the appointment of a receiver for the Collateral, and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of such receiver and consents thereto. Such appointment may be made either before or after a foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the time of application for such receiver and without regard to the then value of the Collateral, and whether or not the same is occupied as a homestead, and without bond being required of the applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such receiver shall have all powers and duties prescribed by applicable law, including, without limitation, the powers to: (i) collect the rents of the Collateral during the pendency of any foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs, executors, administrators, legal representatives, successors, or assigns, except for the intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify any then existing Space Leases and to make new Space Leases, which extensions, modifications and new Space Leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of any First Priority Obligations and beyond the date of issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Space Leases, and the options or other such provisions to be contained therein, shall be binding upon Grantor and all persons whose interests in the Collateral are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any discharge or satisfaction of the First Priority Obligations, satisfaction of any foreclosure decree or deficiency judgment, or issuance of any xxxx of sale or deed to any purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Collateral during the whole of such period; and (iv) as may otherwise be granted by the court or under applicable law. Except as otherwise specified in the First Lien Credit Agreement, the receiver shall, upon receipt of authority from the court and upon application to the court from Grantee, apply the net income in his or her hands in payment in whole or in part to: (1) the First Priority Obligations secured hereby or by any judgment or decree foreclosing this Deed, or any imposition or lien which may be or become superior to the lien hereof or of such judgment or decree, provided such application is made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Grantee shall be entitled to the continued possession and control of any cash, deposits or instruments at the time held or payable or deliverable under the terms of this Deed to Grantee and shall apply such proceeds in the manner described in the immediately preceding sentence. (c) In any sale under any provision of this Deed or pursuant to any judgment or decree of court, the Collateral, to the extent permitted by law, may be sold in one or more parcels parcels, or as an entirety, and in such order as Grantee may elect, without regard to the right of Grantor or any Person claiming under Grantor to the marshalling of assets. The purchaser at public or private such sale shall take title to the property so sold free and discharged of the estate of Grantor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money; provided, however that if Grantee is the purchaser at such sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Grantee shall not be obligated to make any sale of so discharged but instead shall apply the Collateral regardless of notice of sale having been givenpurchase money in accordance with this Deed and the First Lien Credit Agreement. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforAny Person, and such sale mayincluding, without further noticelimitation, be made Grantee, may purchase at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereundersale.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (ia) Exercise The Collateral Agent may originate entitlement orders in respect of the CollateralPledged Property or otherwise exercise in respect of the Pledged Property, in addition to other rights and remedies provided for herein or otherwise available to itit under the Operative Documents or at law or in equity, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected CollateralPledged Property). (b) The Collateral Agent may: (i) deliver and also maypay over all or any portion of the Pledged Property in the Collateral Account to the Pledgees, without notice except as specified below, to be applied to satisfy accrued and unpaid Obligations, (ii) sell the Collateral Pledged Property, or any part thereof in one or more parcels thereof, at any public or private sale, at sale or on any of the Collateral Agent’s or its designee’s offices or elsewheresecurities exchange, for cash, on upon credit or for future delivery, as the Pledgees shall deem appropriate. The Pledgees shall be authorized at any such sale to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Property for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such other terms as sale, the Pledgees shall have the right to assign and transfer and have the Collateral Agent transfer and deliver to the purchaser or a designee purchasers thereof the Pledged Property so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Collateral Agent (acting at the direction Pledgor and its Affiliates, and each of the Required Lenders) may deem commercially reasonable. The Company agrees that, Pledgor and its Affiliates hereby waives (to the extent notice of sale shall be required permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule or law or statute now existing or hereafter enacted. The Pledgees shall give the Pledgor at least ten (10) calendar days’ prior ' written notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated Pledgees' intention to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any such public or private sale from time to time by announcement or sales at any broker's board or on any such securities exchange. Such notice, in case of public sale, shall state the time and place fixed thereforfor such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places, as the Pledgees may fix in the notice of such sale. At any such sale, the Pledged Property, or portion thereof, to be sold may be sold in one sale as an entirety or in separate sales, as the Pledgees may (in their sole and such sale mayabsolute discretion) determine and the Pledgees may bid (which bid may be in whole or in part, without further notice, be made at in the time form of cancellation of indebtedness) for and place to which it was so adjourned; (ii) Transfer all purchase for the account of the Pledgees the whole or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunderPledged Property.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. Without limitation to the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent may exercise any available rights and remedies under the Security Trust Deed and any other Non-USD Obligation Security Document. In addition, nothing in this Agreement shall limit, or be construed as limiting, any rights and remedies which Citibank, N.A. or any affiliate thereof (as Collateral Agent or in a similar role) has under the Security Trust Deed or under any other Non-USD Obligation Security Document.

REMEDIES, ETC. During Following the period in which an Event declaration of Default shall have occurred the Secured Obligations then outstanding to be due and be continuingpayable pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: : (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; ; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; ; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; ; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; ; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During Following the period Secured Obligations then outstanding becoming due and payable in which an Event of Default shall have occurred and be continuingfull pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. After the termination of the Financing Commitments in full and the payment in full in cash of all Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company. Without limiting any other rights of the Collateral Agent and the other Secured Parties under this Agreement, each of the Company and the Servicer hereby acknowledges and agrees that the Collateral Agent, the Administrative Agent or any Lender may bid (including, without limitation, credit bid) and purchase, in any public or private sale conducted under the provisions of the UCC (including pursuant to Sections 9-610 and 9-620 of the UCC), the provisions of the Bankruptcy Code (including pursuant to Section 363 of the Bankruptcy Code), or at any sale or foreclosure conducted by the Collateral Agent (whether by judicial action or otherwise) in accordance with - 82 - applicable law, all or any portion of the Collateral. For the avoidance of doubt, each of the Company and the Servicer hereby further agrees that the Administrative Agent and each Lender (subject to Section 9.02(d)) shall retain all rights (individual and otherwise) it may have to submit a bid at a public or private sale in connection with the purchase of all or any portion of the Collateral, in which any of the Secured Obligations owing to such Lenders under this Agreement are used and applied as a credit on account of the purchase price, at any sales of all or any portion of the Collateral conducted under the provisions of the UCC and the Bankruptcy Code, foreclosure sales or other similar dispositions of Collateral.

REMEDIES, ETC. During Following the period Secured Obligations then outstanding becoming due and payable in which an Event of Default shall have occurred and be continuingfull pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required - 93 - by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) ), under the laws of Canada and each applicable province thereof and under the laws of each other Eligible Jurisdiction and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required and/or Manager further agrees to do provide to protect the Collateral Agent’s rights Administrator from time to time during the term of this Agreement, on a timely basis, any information relating to the Portfolio Investments and interest any proposed purchases, sales or other dispositions thereof as to enable the Collateral Administrator to perform its duties hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersLenders ) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v) Take control of any proceeds of the Collateral;. (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers or the Administrative Agent on their behalf) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers or the Administrative Agent on their behalf) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in Section 1.04(b) regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations (other than unmatured contingent indemnification and reimbursement obligations), any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During the period in which (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and Grantee may, to the extent directed in writing permitted by law, personally or, to the Required Lendersextent permitted by law, by agents, with or without entry, if Grantee shall deem it advisable: (i) do proceed to protect and enforce its rights under any of the following: (i) Exercise Loan Documents by suit for specific performance of any covenant herein contained or contained in respect any of the Collateralother Loan Documents, or in addition to aid of the execution of any power herein granted or granted in any of the other rights Loan Documents, or for the foreclosure of this Deed and remedies provided for herein the sale of the Collateral (or otherwise available to it, all any portion thereof) under the rights and remedies judgment or decree of a secured party under court of competent jurisdiction, or for the UCC enforcement of any other right as Grantee shall deem most effectual for such purpose; or (whether ii) sell and dispose of the Collateral (or not any part thereof) at one or more public sale or sales, at the UCC applies to usual place for conducting sales at the affected Collateral) and also may, without notice except as specified below, sell courthouse in the county where the Collateral or any part thereof may be located in one or more parcels order to pay the Second Priority Obligations, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff’s advertisements are published in said county, all other notice being hereby waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at public or private sale, at any said sale a sufficient conveyance of the Collateral Agent’s in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and Grantor hereby constitutes and appoints Grantee or its designee’s offices or elsewhereassigns agent and attorney-in-fact to make such recitals, for cash, on credit or for future deliverysale and conveyance, and upon such other terms as the Collateral Agent or a designee all of the Collateral Agent acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Grantee, or its assigns (acting at and in the direction event of the Required Lendersa deed in lieu of foreclosure, then as to such conveyance) may deem commercially reasonable. The Company agrees thatshall, to the extent notice of sale shall be required permitted by law, at least ten (10) calendar days’ prior notice be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of Grantor, or its successors in interest, in and to said Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any person in possession under Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the Company purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the time power and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time agency hereby granted are coupled with an interest and are irrevocable by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit death or otherwise, and surrenderare in addition to any and all other remedies which Grantee may have at law or in equity. Any portion of the Collateral sold pursuant to this Deed may, release to the extent permitted by applicable law, be sold in one parcel as an entirety, or exchange in such parcels and in such manner or order as Grantee in its sole discretion, may elect, to the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the Second Priority Obligations are paid in full or the Collateral is sold. Grantee, or its designee, may bid for and acquire the Collateral or any part thereof at any sale made under or by virtue of this Deed and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in respect of any Second Priority Obligations after deducting from the sales price the reasonable expenses of the sale actually incurred by Grantee and the reasonable costs of the action or proceedings actually incurred by Grantee and any other sums that Grantee is authorized to deduct under this Deed or applicable law. Grantee, and its agents and representatives, shall have the right to enter upon all or any part thereofportion of the Land or the Improvements to exercise any remedy specified in any Loan Document. (b) Upon, or compromise at any time after the occurrence and during the continuance of an Event of Default hereunder, whether or not Grantee has instituted an action in foreclosure, Grantee may petition any court of competent jurisdiction for the appointment of a receiver for the Collateral, and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of such receiver and consents thereto. Such appointment may be made either before or after a foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the time of application for such receiver and without regard to the then value of the Collateral, and whether or not the same is occupied as a homestead, and without bond being required of the applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such receiver shall have all powers and duties prescribed by applicable law, including, without limitation, the powers to: (i) collect the rents of the Collateral during the pendency of any foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs, executors, administrators, legal representatives, successors, or assigns, except for the intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify any then existing Space Leases and to make new Space Leases, which extensions, modifications and new Space Leases may provide for terms to expire, or for options to lessees to extend or renew for any period (whether or not longer than terms to expire, beyond the original period) any obligations maturity date of any nature Second Priority Obligations and beyond the date of issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any party with respect thereto; (iv) Endorse any checkssuch Space Leases, drafts, and the options or other writings such provisions to be contained therein, shall be binding upon Grantor and all persons whose interests in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During Upon the period in which occurrence of an Event of Default shall have occurred and be continuingDefault: (a) Subject to Section 4.7, the Collateral Agent shall (but only if and to shall, at the extent directed in writing by the Required Lenders) do any direction of the following: (i) Exercise Administrative Agent, exercise in respect of the Collateral, in addition to other rights and Collateral any remedies provided for herein by the Collateral Documents in accordance with the terms thereof or otherwise available to itany other remedies provided by applicable law, all the including, without limitation, rights and remedies of a secured party under the UCC UCC. The Collateral Agent shall only institute proceedings and exercise remedies hereunder at the direction of the Administrative Agent and in taking any action as so directed, shall have the right to indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, in each case, in accordance with Article VI. (whether or not b) Subject to Section 4.7, the UCC applies to Collateral Agent shall, at the affected Collateral) and also maydirection of the Administrative Agent, without notice except as specified belowbelow (including Section 4.7), sell Liquidate the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. Subject to Section 4.7, the Administrative Agent and its Affiliates shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, auction or closed tender, to purchase the whole or any part of the Warehouse Assets so Liquidated, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or the Collateral Agent arising out of the exercise by the Administrative Agent or the Collateral Agent of any of their respective rights hereunder. The Company Borrower agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior written notice to the Company Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Borrower (or the Warehouse Collateral Manager on its behalf) shall notify each Subordinated Lender upon receipt of any such notice of sale. The Collateral Agent (on behalf of the Administrative Agent) shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may shall, at the direction of the Administrative Agent, adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. The Warehouse Collateral Manager, the Subordinated Lenders and any Related Party shall have the right to participate in any public sale or sales contemplated by this Section 4.2(b). (iic) Transfer The Collateral Agent shall, at the direction of the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or the Subordinated Lenders: (i) transfer all or any part of the Collateral into the name of the Collateral Agent, the Lenders, the Administrative Agent or a the nominee thereof;of any of the foregoing, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent, the Administrative Agent or any Lender of any amount due or to become due thereunder, (iii) Enforce enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;, (iv) Endorse endorse any checks, drafts, or other writings in the CompanyBorrower’s name to allow collection of the Collateral;, (v) Take take control of any proceeds Interest Proceeds and Principal Proceeds of the Collateral;, (vi) Execute execute (in the name, place and stead of any of the CompanyBorrower) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or, and (vii) Perform perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and Mortgagee may, to the extent directed in writing permitted by law, personally or, to the Required Lenders) do any of the followingextent permitted by law, by agents, with or without entry, if Mortgagee shall deem it advisable: (i) Exercise proceed to protect and enforce its rights under any of the Loan Documents by suit for specific performance of any covenant herein contained or contained in any of the other Loan Documents, or in aid of the execution of any power herein granted or granted in any of the other Loan Documents, or for the foreclosure of this Mortgage and the sale of the Mortgaged Property (or any portion thereof) under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as Mortgagee shall deem most effectual for such purpose; or (ii) sell and dispose of the Mortgaged Property (or any part thereof) at one or more public sale or sales, in accordance with the then applicable laws of the State of Minnesota, at the usual place for conducting sales at the courthouse in the county where the Mortgaged Property or any part thereof may be located in order to pay the Obligations, to the highest bidder, first giving notice of and advertising the time, terms and place of such sale in accordance with the then applicable laws of the State of Minnesota, all other notice being hereby waived by Mortgagor; and the purchaser at said sale or sales shall be entitled to receive a sheriff's certificate of sale from the sheriff which conducts the sale or sales, which shall, to the extent permitted by law, be effectual to bar all right, title and interest, including all statutory, homestead, dower, curtesy and all other exemptions of Mortgagor, or its successors in interest, in and to said Mortgaged Property (except for the statutory right of redemption). Any portion of the Mortgaged Property sold pursuant to this Mortgage may, to the extent permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in such manner or order as Mortgagee in its sole discretion, may elect, to the maximum extent permitted by the laws of the State of Minnesota. One or more exercises of the powers herein granted shall not extinguish or exhaust said powers unless the Obligations are paid in full or the Mortgaged Property is all sold. Mortgagee, or its designee, may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Mortgage and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in respect of any Obligations. Mortgagee, and its agents and representatives, shall have the Collateralright to enter upon all or any portion of the Land or the Improvements to exercise any remedy specified in any Loan Document. (b) Upon, or at any time after the occurrence and during the continuance of an Event of Default, whether or not Mortgagee has instituted an action in addition to other rights and remedies provided foreclosure, Mortgagee may petition any court of competent jurisdiction for herein or otherwise available to it, all the rights and remedies appointment of a secured party under receiver for the UCC (Mortgaged Property, and Mortgagor hereby irrevocably and unconditionally waives any right to contest the appointment of such receiver and consents thereto. Such appointment may be made either before or after a foreclosure sale, without notice, without regard to the solvency or insolvency of Mortgagor at the time of application for such receiver and without regard to the then value of the Mortgaged Property, and whether or not the UCC applies same is occupied as a homestead, and without bond being required of the applicant. Mortgagee hereunder or any agent of Mortgagee may be appointed as such receiver. Such receiver shall have all powers and duties prescribed by applicable law, including, without limitation, the powers to: (i) collect the rents of the Mortgaged Property during the pendency of any foreclosure suit or proceeding and during any applicable statutory redemption period, as well as during any other times when Mortgagor or its devisees, legatees, heirs, executors, administrators, legal representatives, successors, or assigns, except for the intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify any then existing Space Leases and to make new Space Leases, which extensions, modifications and new Space Leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of any Obligations and beyond the date of issuance of a sheriff's certificate or certificates of sale to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Space Leases, and the options or other such provisions to be contained therein, shall be binding upon Mortgagor and all persons whose interests in the Mortgaged Property are subject to the affected Collaterallien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any discharge or satisfaction of the Obligations, satisfaction of any foreclosure or deficiency judgment, or issuance of any xxxx of sale or sheriff's certificate of sale to any purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and also mayoperation of the Mortgaged Property during the whole of such period; and (iv) as may otherwise be granted by the court or under applicable law. The receiver shall, without notice upon receipt of authority from the court and upon application to the court from Mortgagee, apply the net income in his or her hands first as required by Minn. Stat. § 576.01, Subd. 2, and then, except as otherwise specified belowin the Credit Agreement, sell in whole or in part to: (1) the Collateral Obligations secured hereby or by any judgment or decree foreclosing this Mortgage, or any part thereof imposition or lien which may be or become superior to the lien hereof or of such judgment or decree, provided such application is made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Mortgagee shall be entitled to the continued possession and control of any cash, deposits or instruments at the time held or payable or deliverable under the terms of this Mortgage to Mortgagee and shall apply such proceeds in the manner described in the immediately preceding sentence. (c) In any sale under any provision of this Mortgage or pursuant to any judgment or decree of court, the Mortgaged Property, to the extent permitted by law, may be sold in one or more parcels parcels, or as an entirety, and in such order as Mortgagee may elect, without regard to the right of Mortgagor or any Person claiming under Mortgagor to the marshalling of assets. The purchaser at public or private such sale shall take title to the property so sold free and discharged of the estate of Mortgagor therein (other than statutory rights of redemption), the purchaser being hereby discharged from all liability to see to the application of the purchase money; provided, however that if Mortgagee is the purchaser at such sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Mortgagee shall not be obligated to make any sale of so discharged but instead shall apply the Collateral regardless of notice of sale having been givenpurchase money in accordance with this Mortgage and the Credit Agreement. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforAny Person, and such sale mayincluding, without further noticelimitation, be made Mortgagee, may purchase at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereundersale.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required Lenders) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or Administrative Agent, as applicable, or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s or Administrative Agent’s rights and interest hereunder.

REMEDIES, ETC. During the period in which (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and Grantee may, to the extent directed in writing permitted by law, personally or, to the Required Lenders) do any of the followingextent permitted by law, by agents, with or without entry, if Grantee shall deem it advisable: (i) Exercise in respect proceed to protect and enforce its rights under any of the CollateralLoan Documents by suit for specific performance of any covenant herein contained or contained in any of the other Loan Documents, or in addition to aid of the execution of any power herein granted or granted in any of the other rights Loan Documents, or for the foreclosure of this Deed and remedies provided for herein the sale of the Deed Collateral (or otherwise available to it, all any portion thereof) under the rights and remedies judgment or decree of a secured party under court of competent jurisdiction, or for the UCC enforcement of any other right as Grantee shall deem most effectual for such purpose; or (whether ii) sell and dispose of the Deed Collateral (or not any part thereof) at one or more public sale or sales, at the UCC applies to usual place for conducting sales at the affected Collateral) and also may, without notice except as specified below, sell courthouse in the county where the Deed Collateral or any part thereof may be located in order to pay the Obligations, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff's advertisements are published in said county, all other notice being hereby waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Deed Collateral in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and Grantor hereby constitutes and appoints Grantee or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that the conveyance to be made by Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to such conveyance) shall, to the extent permitted by law, be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of Grantor, or its successors in interest, in and to said Deed Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any person in possession under Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, and are in addition to any and all other remedies which Grantee may have at law or in equity. Any portion of the Deed Collateral sold pursuant to this Deed may, to the extent permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in such manner or order as Grantee in its sole discretion, may elect, to the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the Obligations are paid in full or the Deed Collateral is sold. Grantee, or its designee, may bid for and acquire the Deed Collateral or any part thereof at any sale made under or by virtue of this Deed and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts due and owing in respect of any Obligations after deducting from the sales price the reasonable expenses of the sale actually incurred by Grantee and the reasonable costs of the action or proceedings actually incurred by Grantee and any other sums that Grantee is authorized to deduct under this Deed or applicable law. Grantee, and its agents and representatives, shall have the right to enter upon all or any portion of the Land or the Improvements to exercise any remedy specified in any Loan Document. (b) Upon, or at any time after the occurrence and during the continuance of an Event of Default, whether or not Grantee has instituted an action in foreclosure, Grantee may petition any court of competent jurisdiction for the appointment of a receiver for the Deed Collateral, and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of such receiver and consents thereto. Such appointment may be made either before or after a foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the time of application for such receiver and without regard to the then value of the Deed Collateral, and whether or not the same is occupied as a homestead, and without bond being required of the applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such receiver shall have all powers and duties prescribed by applicable law, including, without limitation, the powers to: (i) collect the rents of the Deed Collateral during the pendency of any foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs, executors, administrators, legal representatives, successors, or assigns, except for the intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify any then existing Space Leases and to make new Space Leases, which extensions, modifications and new Space Leases may provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond the maturity date of any Obligations and beyond the date of issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood and agreed that any such Space Leases, and the options or other such provisions to be contained therein, shall be binding upon Grantor and all persons whose interests in the Deed Collateral are subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale, notwithstanding any discharge or satisfaction of the Obligations, satisfaction of any foreclosure decree or deficiency judgment, or issuance of any xxxx of sale or deed to any purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Deed Collateral during the whole of such period; and (iv) as may otherwise be granted by the court or under applicable law. Except as otherwise specified in the Credit Agreement, the receiver shall, upon receipt of authority from the court and upon application to the court from Grantee, apply the net income in his or her hands in payment in whole or in part to: (1) the Obligations secured hereby or by any judgment or decree foreclosing this Deed, or any imposition or lien which may be or become superior to the lien hereof or of such judgment or decree, provided such application is made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Grantee shall be entitled to the continued possession and control of any cash, deposits or instruments at the time held or payable or deliverable under the terms of this Deed to Grantee and shall apply such proceeds in the manner described in the immediately preceding sentence. (c) In any sale under any provision of this Deed or pursuant to any judgment or decree of court, the Deed Collateral, to the extent permitted by law, may be sold in one or more parcels parcels, or as an entirety, and in such order as Grantee may elect, without regard to the right of Grantor or any Person claiming under Grantor to the marshalling of assets. The purchaser at public or private such sale shall take title to the property so sold free and discharged of the estate of Grantor therein, the purchaser being hereby discharged from all liability to see to the application of the purchase money; provided, however that if Grantee is the purchaser at such sale, at any of the Collateral Agent’s or its designee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required Lenders) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Grantee shall not be obligated to make any sale of so discharged but instead shall apply the Collateral regardless of notice of sale having been givenpurchase money in accordance with this Deed and the Credit Agreement. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforAny Person, and such sale mayincluding, without further noticelimitation, be made Grantee, may purchase at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s rights and interest hereundersale.

REMEDIES, ETC. During the period in which an Event of Default shall have occurred and be continuing, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersFinancing Providers or the Administrative Agent on their behalf) do any of the following: (i1) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) ), under the laws of Canada and each applicable province thereof and under the laws of each other Eligible Jurisdiction and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on or (in the case of a Lender) as a credit or for future deliveryagainst amounts owed to such Lender, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersFinancing Providers or the Administrative Agent on their behalf) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned;. (ii2) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof;. (iii3) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto;. (iv4) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral;. (v5) Take control of any proceeds of the Collateral;. (vi6) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or. (vii7) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. In connection with the sale of Portfolio Investments by any Agent in accordance with the terms of this Section 8.02(c), subject to the limitations set forth therein, the provisions set forth in Section 1.04(b) regarding the sale of Portfolio Investments by an Agent shall apply to any such sale hereunder. After the termination of the Financing Commitments and the payment in full in cash of the Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.

REMEDIES, ETC. During Following the period Secured Obligations then outstanding becoming due and payable in which an Event of Default shall have occurred and be continuingfull pursuant to Article VII, the Collateral Agent shall (but only if and to the extent directed in writing by the Required LendersAdministrative Agent) do any of the following: (i) Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s 's or its designee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or a designee of the Collateral Agent (acting at the direction of the Required LendersAdministrative Agent) may deem commercially reasonable. The Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ ' prior notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Collateral Agent or its designee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; (ii) Transfer all or any part of the Collateral into the name of the Collateral Agent or a nominee thereof; (iii) Enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; (iv) Endorse any checks, drafts, or other writings in the Company’s 's name to allow collection of the Collateral; (v) Take control of any proceeds of the Collateral; (vi) Execute (in the name, place and stead of any of the Company) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and/or (vii) Perform such other acts as may be reasonably required to do to protect the Collateral Agent’s 's rights and interest hereunder. After the termination of the Financing Commitments in full and the payment in full in cash of all Secured Obligations, any remaining proceeds of any sale or transfer of the Collateral shall be delivered to the Company.