Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in subparagraph 12(h) or (i) hereof, all of Borrower's Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Bank, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Bank may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Bank shall have the right to decline speedily store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and agrees that Bank shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madecalendar days before such disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the Any proceeds of any sale under Section 4.4(a) will disposition by Bank of any of the Collateral may be applied as follows: (i) To by Bank to the repayment payment of expenses in connection with the reasonable costs and expenses of takingCollateral, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To proceeds may be applied by Bank toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Bank may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ai) In addition all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in Section 3.2this Agreement, upon the occurrence Secured Agreement, and during the continuance any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of DefaultDefault shall have occurred and be continuing, Mortgagee mayCollateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its optionexpense and upon request of Collateral Agent forthwith, do any one assemble all or more part of the following: (i) Either personally, or Collateral as directed by means of a court appointed receiver, take possession of all or any of the Personal Property Collateral Agent and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements it available to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, Collateral Agent at a place to be designated by Mortgagee and Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and promptly deliver such Personal Property take possession thereof with or without judicial process, (iii) prior to Mortgagee the disposition of the Collateral, store, process, repair or an agent recondition the Collateral or representative designated by Mortgagee. Mortgagee and its agents and representatives have otherwise prepare the right Collateral for disposition in any manner to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; the extent Collateral Agent deems appropriate, (iv) Realize upon take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the Personal Property same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) 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 Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as herein provided or in any manner permitted by law and exercise any and all Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by sale shall be required at law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) 10 days' prior written notice to the Grantor 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. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent 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. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 directors, officers and 8.5(b) of the Loan Agreement, the proceeds employees of any sale under Section 4.4(a) will be applied Grantor, in each case upon such terms as follows: (i) To Collateral Agent and any such person may agree, notwithstanding the repayment provisions of the reasonable costs any employment, confidentiality or non-disclosure agreement between any such person and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrancesany such Grantor, and claims thereof, if any, on the Personal Property prior each Grantor hereby waives its rights under any such agreement and consents to the security interest granted herein (except any Impositions or liens and encumbrances subject to which each such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directretention. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in subsection 15(g) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ai) In addition all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in Section 3.2this Agreement, upon the occurrence Secured Agreement and during the continuance any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of DefaultDefault shall have occurred and be continuing, Mortgagee mayCollateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its optionexpense and upon request of Collateral Agent forthwith, do any one assemble all or more part of the following: (i) Either personally, or Collateral as directed by means of a court appointed receiver, take possession of all or any of the Personal Property Collateral Agent and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements it available to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, Collateral Agent at a place to be designated by Mortgagee and Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and promptly deliver such Personal Property take possession thereof with or without judicial process, (iii) prior to Mortgagee the disposition of the Collateral, store, process, repair or an agent recondition the Collateral or representative designated by Mortgagee. Mortgagee and its agents and representatives have otherwise prepare the right Collateral for disposition in any manner to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; the extent Collateral Agent deems appropriate, (iv) Realize upon take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the Personal Property same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) 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 Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as herein provided or in any manner permitted by law and exercise any and all Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by sale shall be required at law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) 10 days' prior written notice to the Grantor 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. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent 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. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 directors, officers and 8.5(b) of the Loan Agreement, the proceeds employees of any sale under Section 4.4(a) will be applied Grantor, in each case upon such terms as follows: (i) To Collateral Agent and any such person may agree, notwithstanding the repayment provisions of the reasonable costs any employment, confidentiality or non-disclosure agreement between any such person and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrancesany such Grantor, and claims thereof, if any, on the Personal Property prior each Grantor hereby waives its rights under any such agreement and consents to the security interest granted herein (except any Impositions or liens and encumbrances subject to which each such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directretention. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence and during the continuance of an Event of Default described in Section 3.2subsection 15(g) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 12(g) hereof, all of Borrower's Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Bank, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Bank may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Bank shall have the right to decline speedily store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and agrees that Bank shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madecalendar days before such disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the Any proceeds of any sale under Section 4.4(a) will disposition by Bank of any of the Collateral may be applied as follows: (i) To by Bank to the repayment payment of expenses in connection with the reasonable costs and expenses of takingCollateral, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To proceeds may be applied by Bank toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Bank may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon On and after the occurrence and during the continuance of an Event of Default, Mortgagee Holder may, at in its optiondiscretion, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise assert all rights and powers remedies of Mortgagor with respect a secured party under the UCC (whether or not in effect in any applicable jurisdiction) and all other applicable law. The proceeds of any collection, liquidation, or other disposition of the Collateral shall be applied by Holder first to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession payment of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs all fees, taxes, attorneys’ fees and reasonable attorneys' feeslegal expenses) incurred by Holder in connection therewith; (iiiwith retaking, holding, collecting, or liquidating the Collateral. The balance of such proceeds, if any, shall, to the extent permitted by law, be applied to the payment of the Obligations in the order of application set forth in Section 28(f) Require Mortgagor from time of this Agreement. In case of any deficiency, Debtor shall, whether or not then due, remain liable therefor. If notice prior to time to assemble disposition of the Personal Property, Collateral or any portion thereofthereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event Holder may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including Holder) as Holder in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at a place designated by Mortgagee and reasonably convenient to both partiespublic or private sale or other disposition without demand of performance, and promptly deliver without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such Personal Property sale or other disposition, unless prohibited by applicable law, Holder may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Holder shall not be liable for failure to Mortgagee collect or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter realize upon any or all of Mortgagor's premises and property the Collateral or for any delay in so doing nor shall it be under any obligation to exercise Mortgagee's rights hereunder; (iv) Realize upon take any action whatsoever with regard thereto. Holder shall incur no liability as a result of the Personal Property sale of the Collateral, or any part thereof as herein provided or in thereof, at any manner permitted private sale pursuant to this Agreement. Debtor hereby waives any claims against Holder arising by law and exercise any and all reason of the other rights fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Holder accepts the first offer received and remedies conferred upon Mortgagee by this Mortgagedoes not offer the Collateral to more than one offeree. Debtor recognizes that, by any other Loan Document or by lawreason of certain prohibitions contained in the Securities Act of 1933, either concurrently or in such order as Mortgagee amended, and applicable state securities laws, Holder may determine. Without limiting the generality of the foregoingbe compelled, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to any sale of all or any portion part of the Mortgaged Property Collateral, to limit purchasers to those who will agree, among other things, to acquire the relevant Collateral for their own account, for investment and all not with a view to the distribution or resale thereof. Debtor acknowledges that any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender private sale may be at prices and on terms less favorable to Holder than those obtainable through a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has have been made in cash.a commercially reasonable manner and that Holder 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 enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto;

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2paragraph 16(e) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, maintain Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Borrower agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance continuation of an Event of Default, Mortgagee mayLender shall have the right, at its optionelection, but not the obligation, to do any one or more of the following: (ia) Either personallyproceed to protect and enforce the rights vested in it by this Agreement and under the UCC; (b) cause all revenues hereby pledged as security and all other moneys and other property pledged hereunder to be paid and/or delivered into the appropriate Accounts, and demand, xxx for, collect and receive any such moneys and property; (c) cause an action at law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any of the Obligations, or rights hereunder or included in the Collateral, or for specific enforcement of any covenant or agreement contained herein or in any of the Assigned Agreements, or in aid of the exercise of any power herein or therein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding, or to enforce any other legal or equitable right vested in it by means this Agreement or by law, subject in each case to the provisions and requirements thereof; (d) foreclose or enforce any other agreement or other instrument by or under or pursuant to which the Obligations are issued or secured; (e) incur expenses, including reasonable attorneys’ fees, reasonable consultants’ fees, and other costs appropriate to the exercise of a court appointed receiverany right or power under this Agreement; (f) perform any obligation of Grantor under any Assigned Agreement, make payments, submit drawing certificates under any letter of credit, purchase, contest or compromise any Lien, pay taxes and expenses and insure, process and preserve the Collateral without, however, any obligation to do so; (g) foreclose upon and take possession of the Collateral and of any and all or books of account and records of Grantor relating to any of the Personal Property Collateral in the manner provided by law, and render the Collateral usable and repair and renovate the same without, however, any obligation to do so, and enter upon, or authorize its designated agent to enter upon, the Project Site or any other location where the same may be located for that purpose (including the right of Lender to exclude therefrom Mortgagor Grantor and all others Persons claiming under Mortgagoraccess through Grantor from any access to the Collateral or to any part thereof), and thereafter holdcontrol, store, usemanage, operate, managerent and lease the Collateral, maintain collect all rents and control, make repairs, replacements, alterations, additions income from the Collateral and improvements apply the same to reimburse Lender for any cost or expenses incurred hereunder or under any of the Credit Documents and exercise all rights and powers of Mortgagor with respect to the Personal Property payment or performance of the Grantor’s obligations hereunder or under any of the Credit Documents, and apply the balance to the Obligations of Grantor as provided for in the Credit Agreement and any remaining excess balance to whomever is legally entitled thereto; (h) secure the appointment of a receiver of the Collateral or any part thereof. In , whether incidental to a proposed sale of the event Mortgagee demands Collateral or attempts otherwise, and all disbursements made by such receiver and the expenses of such receivership shall be added to and be made a part of the Obligations, and, whether or not said principal sum, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Agreement and shall be due and payable upon demand therefor and thereafter shall bear interest at the Default Rate or the maximum rate permitted by applicable Legal Requirements, whichever is less; (i) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral or any part thereof; (j) take possession of the Personal Property and endorse in the exercise name of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to Grantor or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (includingname of Lender, without limitationfor the account of Grantor, payingany bills of exchange, purchasingchecks, contesting or compromising any lien or encumbrancedrafts, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (includingmoney orders, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, notes or any portion thereofother chattel paper, at a place designated by Mortgagee and reasonably convenient to both partiesdocuments or instruments constituting part of the Collateral or received as interest, and promptly deliver such Personal Property to Mortgagee rent or an agent other payment on or representative designated by Mortgagee. Mortgagee and its agents and representatives have on account of the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property Collateral or any part thereof as herein provided or in on account of its sale or lease; (k) appoint another Person (who may be an employee, officer or other representative of Lender) to do any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceedor take any other action permitted hereunder, as agent for or representative of, and on behalf of, Lender; (l) execute (in any sequencethe name, (iplace and stead of Grantor) to exercise its rights under Section 3.2 endorsements, assignments and Section 3.3 other instruments of conveyance or transfer with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial CodeCollateral; (vm) Sell take any other action which Lender reasonably deems necessary to protect or cause to be sold realize upon its security interest in such order as Mortgagee may determine, as a whole the Collateral or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Propertyany part thereof; (vin) Sell, lease or otherwise dispose of require Grantor to assemble the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee Collateral or any part thereof and to make the same (to the extent the same is reasonably moveable) available to Lender may be a purchaser at any salethe Project Site or another location that is reasonably convenient to Grantor and Lender; andor (viio) Exercise exercise any other or additional rights or remedies granted to Lender under any other provision of this Agreement or any Credit Document, or exercisable by a secured party under the Uniform Commercial Code UCC or under any other applicable lawLegal Requirement. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option: (a) In addition demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the remedies provided in Section 3.2Mandatory Repayment amount, defined below; provided, however, that upon the occurrence and during the continuance of an Event of DefaultDefault described in paragraphs (g) and (h) of Section 2.1, Mortgagee maythe outstanding principal balance and accrued interest hereunder shall be automatically due and payable. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its optionrights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, do if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. (b) exercise or otherwise enforce any one or more of the following: (i) Either personallyHolder’s rights, powers, privileges, remedies and interests under this Note, the Security Agreement, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereofapplicable law. In connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the Holder’s exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect of its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights remedies hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and Company shall use its reasonable best efforts to cooperate with the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject Holder to the terms of Sections 1.14 and 8.5(b) of end that the Loan Agreement, the proceeds of any sale under Section 4.4(a) Holder’s rights hereunder will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directeffectuated. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, Mortgagee the Trustee may, at its optionand, do the Trustee, if directed in writing by the Required Noteholders, shall, exercise any one or more of the following: (i) Either personally, rights or by means of a court appointed receiver, take possession of all remedies granted to it under the Collateral Trust Agreement or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagorother Operative Documents, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements in addition to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawsuch parties set forth in this Agreement. (b) Unless If an Event of Default has occurred and is continuing, then the Personal Property is perishable Trustee and the Required Noteholders may, and the Trustee, if directed in writing by the Required Noteholders, shall, take all steps necessary or threatens advisable to decline speedily protect and enforce its rights hereunder, whether by action, suit or proceeding at law or in value equity, for the specific performance of any covenant, condition or is of a type customarily sold on a recognized marketagreement contained herein, Mortgagee shall give Mortgagor at least five (5) days' prior written notice or in aid of the time and place execution of any public sale power herein granted, or for the enforcement of the Personal Property any other appropriate legal or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5equitable remedy or otherwise as such party shall deem necessary or advisable. (c) Subject If any Obligor shall fail to make any payment or perform any act required to be made or performed under any Operative Document, the terms Trustee and the Required Noteholders, without waiving any default or releasing any Obligor from any obligation, may (but shall be under no obligation to unless directed in writing by the Required Noteholders) make such payment and perform such act for the account and at the expense of Sections 1.14 such Obligor, and 8.5(b) may enter upon any of the Loan AgreementProperties for such purpose and take all such action thereon as, at the proceeds of any sale under Section 4.4(a) will Trustee's or the Required Noteholders' sole discretion, may be applied as follows: (i) To necessary or appropriate therefor. All sums so paid by the repayment of Trustee and the reasonable Required Noteholders and all costs and expenses of taking(including reasonable attorneys' fees and expenses so incurred, holding and preparing for together with interest thereon to the sale extent permitted by law) shall be paid by the applicable Obligor to the Trustee and the selling Required Noteholders on demand. Notwithstanding Sections 10.2 through 10.4, unless the Trustee or the Required Noteholders shall have notified the Borrower in writing within 30 days of the Personal Property (including, without limitation, costs occurrence of litigation any Tier 1 Amortization Default and attorneys' fees) thereafter commenced the exercise of their rights and the discharge remedies in respect of all Impositions, liens and encumbrancessuch Tier 1 Amortization Default within six months of its occurrence, and claims thereofno other Default or Event of Default shall have occurred and be continuing, if any, on then such Tier 1 Amortization Default shall be deemed waived upon the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which expiration of such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may havesix month period. Any repossession or retaking or sale such deemed waiver shall not affect the rights and remedies of the Personal Property pursuant Noteholders or the Trustee with respect to the provisions hereof will not operate to release Mortgagor until full payment any other Default or Event of Default, including any deficiency has been made in cashother Tier 1 Amortization Default.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 16(e) hereof, all of the Obligations shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the Obligations may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be 39 found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, maintain Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Obligations under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Borrower agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Obligations, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition case an Event of Default shall have occurred and be continuing, Agent or its designee shall be entitled to exercise all of the rights, powers and remedies vested in it by this Agreement, the Loan Agreement or by applicable law for the protection and enforcement of its rights in respect of the Pledged Collateral, including, without limitation, all the rights and remedies of a secured party upon default under the UCC, as if such rights and remedies were fully set forth herein, and Agent or its designee shall be entitled, without limitation, to exercise the following rights: (i) to receive all amounts payable in respect of the Pledged Collateral otherwise payable to each Pledgor; (ii) to transfer all or any part of the Pledged Collateral into Agent’s name or the name of its nominee or nominees; (iii) to exercise all Voting Rights and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); and (iv) to the remedies provided fullest extent permitted by law, at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Pledged Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise dispose of or realize on (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as Agent may determine. Each purchaser at any such sale shall hold the property so sold, to the extent permitted by law, absolutely free from any claim or right on the part of each Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling the Pledged Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which they now have or may any time in Section 3.2the future have under rule of law or statute now existing or hereafter enacted. Each Pledgor agrees that Agent need not give more than ten (10) Business Days notice of the time and place of any public sale or of the time and place of any private sale or other intended disposition is to take place and that such notice is commercially reasonable notification of such matters. At any such sale, unless prohibited by applicable law, Agent may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Pledged Collateral so sold in accordance with the UCC, free from any such right or equity of redemption. Agent shall not be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto. (b) So long as an Event of Default has occurred and is continuing, each Pledgor hereby irrevocably designates and appoints Agent its true and lawful attorney-in-fact, which appointment is coupled with an interest, either in the name of Agent, as secured party, or in the name of such Pledgor, at such Pledgor’s sole cost and expense, and regardless of whether Agent becomes a member or partner, as applicable, in the Pledged Entities, or not, to take any or all of the following actions: (i) to ask, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all Pledged Collateral and to take any and all actions as Agent may deem necessary or desirable in order to realize upon the Pledged Collateral, or any portion thereof, and the right and power to receive, endorse, assign and deliver, in the name of each Pledgor, any checks, notes, drafts, instruments or other evidences of payment received in payment of or on account of all or any portion of the Pledged Collateral, and each Pledgor hereby waives, to the extent permitted by law, presentment, demand, protest and notice of demand, protest and non-payment of any instrument so endorsed; and (ii) to institute one or more actions against the Pledged Entities in connection with the collection of the Distributions and other Pledged Collateral, to prosecute to judgment, settle or dismiss any such actions, and to make any compromise or settlement deemed desirable, in Agent’s sole and absolute discretion, with respect to such Distributions and other Pledged Collateral, to extend the time of payment, arrange for payment in installments or otherwise modify the terms of the Pledged Entity Organizational Documents with respect to the Distributions and other Pledged Collateral or release the Pledged Entities from its respective obligations to pay any Distribution, without incurring responsibility to, or affecting any liability of, each Pledgor under the Pledged Entity Organizational Documents; (iii) it being specifically understood and agreed, however, that Agent shall not be obligated in any manner whatsoever to give any notices of default (except as may be specifically required by the Loan Documents or this Agreement) or to exercise any such power or authority or be in any way responsible for the preservation, maintenance, collection of or realizing upon the Pledged Collateral, or any portion thereof, or any of any Pledgor’s rights therein. The foregoing appointment is irrevocable and continuing and any such rights, powers and privileges shall be exclusive in Agent and its successors and assigns and exercisable after the occurrence and during the continuance of an Event of DefaultDefault until such Event of Default is cured or, Mortgagee mayif not cured, until this Agreement terminates. (c) Each right and remedy of Agent provided for in this Agreement or the other Loan Documents or now or hereafter existing at its option, do law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right or remedy. The exercise or beginning of the exercise by Agent of any one or more of the following: (i) Either personally, rights or remedies provided for in this Agreement or the Loan Agreement or now or hereafter existing at law or in equity or by means of a court appointed receiver, take possession statute or otherwise shall not preclude the simultaneous or later exercise by Agent of all such other rights, powers or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagorremedies, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements no failure or delay on the part of Agent to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers right, power or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, remedy shall operate as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims waiver thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one All moneys collected by Agent upon any sale or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale other disposition of the Personal Property Pledged Collateral, together with all other moneys received by Agent hereunder, shall be applied pursuant to the provisions hereof will of the Loan Agreement. (e) Upon any sale of the Pledged Collateral by Agent hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt by Agent or its agent of the purchase price shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold, and such purchaser or purchasers shall not operate be obligated to release Mortgagor until full payment see to the application of any deficiency has been made part of the purchase money paid over to Agent or such agent or be answerable in cashany way for the misapplication or nonapplication thereof.

Remedies Upon an Event of Default. Upon the occurrence and continuance of any Event of Default (as defined in the Notes), and the expiration of any applicable cure period, and in every such event: (a) In addition CTI may, in their sole and arbitrary discretion, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, exercise all of the remedies of a secured party and mortgage holder under applicable law, including, but not limited to, the UCC, and all of its rights and remedies under the Debt Documents; and (b) CTI may require Flexo to make the Collateral and the records pertaining to the remedies provided in Section 3.2, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect Collateral available to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, CTI at a place designated by Mortgagee and CTI which is reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all may take repossession of the other rights Collateral and remedies conferred upon Mortgagee by this Mortgage, by the records pertaining to the Collateral without the use of any other Loan Document or judicial process and without any prior notice thereof; and (c) except as otherwise provided by law, either concurrently CTI may, at their option, and in their sole and arbitrary discretion, sell the Collateral at public or private sale upon such terms and conditions as CTI may reasonably deem proper, and CTI may purchase the Collateral at any such sale, and apply the net proceeds, after deducting all costs, expenses and attorney’s fees incurred at any time in such order as Mortgagee may determine. Without limiting the generality collection of the foregoing, Mortgagee may proceed, in any sequence, (i) indebtedness of Flexo to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms CTI and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time protection and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject Collateral, to the terms payment of Sections 1.14 and 8.5(b) of said indebtedness, returning the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereofremaining proceeds, if any, on to Flexo, with Flexo remaining liable for any amount remaining unpaid after such application; and (d) CTI may, at their option, and in their reasonable discretion, grant extensions, compromise claims and settle accounts receivable for less than face value, all without prior notice to Flexo; and (e) CTI may, at their option, and in their sole and arbitrary discretion, use, in connection with any assembly or disposition of the Personal Property prior Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Flexo; and (f) Flexo shall, upon the request of CTI, forthwith upon receipt, transmit and deliver to CTI in the security interest granted herein (except any Impositions or liens form received, all cash, checks, drafts and encumbrances subject to which such sale has been made); (ii) To other instruments for the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documentsmoney (properly endorsed, all Swap Contracts and all other obligations where required, so that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever items may be lawfully entitled to receive the same, collected by CTI) which may be received by Flexo at any time in full or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full partial payment of any deficiency has been Collateral. Flexo shall not commingle any such items which may be so received by Flexo with any other of its funds or property but shall hold them separate and apart from their own funds or property and in trust for CTI until delivery is made in cashto CTI.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon At any time after the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of Lender shall have the followingfollowing rights and remedies: (ia) Either personallyDeclare any or all Secured Debt to be due and payable immediately; (b) Commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage or to obtain specific enforcement of the covenants of Grantor hereunder, and Xxxxxxx agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that Grantor waives the defense of laches and any applicable statute of limitations. If this Deed of Trust is foreclosed by judicial action, and the Secured Property sold at a foreclosure sale, the purchaser may, during any redemption period allowed, make such repairs or alterations on the Secured Property as may be reasonably necessary for the proper operation, care, preservation, protection and insuring thereof. Any sums so paid together with interest thereon from the time of such expenditure at the lesser of the Default Rate under the Note, or the maximum rate permitted by means law, shall be added to and become a part of the amount required to be paid for redemption from such sale. (c) Cause any or all of the Secured Property to be sold under the power of sale granted by this Deed of Trust in any manner permitted by applicable law; (d) Obtain a receiver appointed by a court of competent jurisdiction to manage the Secured Property and collect the income therefrom. Grantor hereby irrevocably and unconditionally waives any and all right to contest the appointment of such receiver and consents thereto. Subject to requirements of applicable law, such receiver may be appointed without notice and 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 Secured Property or any other Collateral (as defined in the Loan Agreement), or whether the Secured Property is then occupied as a homestead; and Lender or any holder of the Note may be appointed as such receiver. Such receiver shall have power to collect the rents, issues and profits of the Secured Property during such times (if any) when Grantor, but for the intervention of such receiver, would be entitled to collect such rents, issues and profits. In addition, such receiver shall have all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Secured Property or such powers as may otherwise be granted by the court or under applicable law. Such receiver may apply the net income in its hands in payment in whole or in part of the Secured Debt; (e) To the extent allowed by applicable law, Lender or its employees and agents, acting by themselves or through a court-appointed receiver, may enter upon, possess, manage, operate, dispose of, and contract to dispose of the Secured Property or any part thereof, and take any and all steps which may be desirable in Lender’s judgment to complete any unfinished development or construction and to manage and operate the Secured Property, and to the extent allowed by applicable law, Lender may apply any Rents, security deposits, issues, profits, royalties, income, earnings, revenues, proceeds and other benefits of the Secured Property collected by Lender against the indebtedness secured by this Deed of Trust without in any way curing or waiving any default or Event of Default. Lender, or its employees and agents, acting by themselves or though a court appointed receiver, may also: (i) take possession custody of all accounts; (ii) negotiate with governmental authorities with respect to the Secured Property’s environmental compliance and remedial measures; (iii) take any action necessary to enforce compliance with environmental provisions, including, but not limited to, spending Rents collected by Lender to xxxxx or remediate Hazardous Substances (as such term is hereinafter defined); (iv) make, terminate, enforce or modify Leases of all or any portion of the Personal Secured Property upon such terms and exclude therefrom Mortgagor conditions as Lender reasonably deems proper; (v) contract for goods and all others claiming under Mortgagorservices; (vi) hire agents, employees, and thereafter hold, store, use, operate, manage, maintain and control, counsel; (vii) make repairs, replacements, alterations, additions and improvements to the Secured Property necessary, in Lender’s reasonable judgment, to protect the security thereof; (viii) incur the risks and exercise obligations ordinarily incurred by owners of property (without any personal obligation on the part of Lender except for gross negligence, fraud, willful violation of law or willful misconduct); and (ix) take any and all rights other actions which may be necessary or reasonably desirable to comply with Grantor’s obligations hereunder and powers of Mortgagor with respect to under the Personal Property or any part thereofLoan Documents. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights All sums realized by Lender under this MortgageSection 3.1(e), Mortgagor agrees to promptly turn over less all costs and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagorexpenses incurred by it under this Section 3.1(e), make such payments including, without limitation, actual documented attorney’s fees and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property costs (including, without limitation, payingin-house counsel fees and costs but without duplication), purchasingand less such sums as Lender reasonably deems appropriate as a reserve to meet future expenses under this Section 3.1(e), contesting shall be applied to the Secured Debt in such order as Lender shall determine in its sole and absolute discretion. Neither application of said sums to the payment of the Secured Debt, nor any other action taken by Lender under this Section 3.1(e) shall cure or compromising waive any lien Event of Default hereunder, except to the extent that the Secured Debt has been paid in full in which case the Event of Default shall be deemed cured. Xxxxxx, or encumbranceany employee or agent of Xxxxxx, or a receiver appointed by a court, may take any action or proceeding hereunder without regard to (A) the adequacy of the security for the Secured Debt, (B) the existence of a declaration that the Secured Debt has been declared immediately due and payable, or (C) the recording of a notice of default. (f) With or without notice, and without releasing Grantor from any obligation hereunder, cure any Event of Default and, in connection therewith, Lender or its agents, acting by themselves or through a court-appointed receiver, may enter upon the Secured Property or any part thereof and perform such acts and things as Lender deems necessary or desirable to inspect, investigate, assess, and protect the security hereof, including without limitation of any of its other rights: (i) to obtain a court order to enforce Xxxxxx’s right to enter and inspect the Secured Property, to which the decision of Lender as to whether there exists a release or threatened release of Hazardous Substance onto the Secured Property shall be deemed reasonable and conclusive as between the parties hereto; and (ii) to have a receiver appointed to enforce Xxxxxx’s right to enter and inspect the Secured Property for Hazardous Substances. All actual costs and expenses incurred by Lender with respect to the audits, tests, inspections, and examinations which Lender or its agents or employees may conduct, including, without limitation, the actual fees of the engineers, laboratories, contractors, consultants, and attorneys, shall be paid by Grantor promptly upon demand; (g) Seek a judgment that Grantor has breached its covenants, representations and/or warranties with respect to Section 4.19 hereof, by commencing and maintaining an action or actions in any court of competent jurisdiction for breach of contract, whether superior commenced prior to or inferior after foreclosure of the Secured Property, and to seek the recovery of any and all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other out-of-pocket costs or expenses actually incurred by Xxxxxx or advanced by Lender relating to the cleanup, remediation or other response action required by applicable law or which Lender reasonably believes necessary to protect the Secured Property (collectively, the “Environmental Costs”), it being presumed between Lender and Grantor that all such security interest) and Environmental Costs incurred or advanced by Lender relating to the cleanup, remediation, or other response action of or to the Secured Property were made by Lender in exercising any such powers or authority to pay all expenses good faith. All Environmental Costs incurred by Xxxxxx under this subparagraph (including, without limitation, litigation costs court costs, consultant fees and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property attorney fees (including, without limitation, costs in-house counsel fees), whether incurred in litigation or not and whether before or after judgment) shall bear interest at the Default Rate (as such term is defined in the Note) from the date of litigation expenditure until said sums have been paid. Lender shall be entitled to bid, at the sale of the Secured Property held under Section 3.1(c) above, the amount of said costs, expenses and attorneys' fees) interest in addition to the amount of the other obligations hereby secured as a credit bid, the equivalent of cash. Grantor acknowledges and agrees that notwithstanding any terms or provision contained herein or in the discharge Loan Documents, the Environmental Costs shall be exceptions to any nonrecourse or exculpatory provision of all Impositions, liens and encumbrancesthe Loan Documents (as provided in Section 7.7 of the Loan Agreement), and claims thereofsuch liability, if any, on the Personal Property prior shall not be limited to the security interest granted herein (except original principal amount of the obligations secured by this Deed of Trust, and Grantor’s obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or any Impositions other transfer of the Secured Property or liens this Deed of Trust. For the purposes of any action brought under this Section 3.1(g), Grantor hereby waives the defense of laches and encumbrances subject to which such sale has been made);any applicable statute of limitations. (iih) To Subject to the payment provisions of Section 7.7 of the Loan Agreement, exercise any and all indebtedness rights and obligations owing remedies of an unsecured creditor against Grantor and all of Grantor’s assets and property for the recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order (and if required by the law of the jurisdiction in which the Secured Property is located in order to Mortgagee exercise such rights of an unsecured creditor, Lender shall have the right to waive its Lien against the Secured Property). If under applicable law or Lenders regulation, the liability of Grantor under this Section 3.1(h) is limited to the Notes extent Grantor is found to have caused, permitted or contributed to a release of Hazardous Substances creating the environmental impairment, as between Lender and other Grantor, there shall be a rebuttable presumption that Grantor caused, permitted or contributed to such release. Grantor acknowledges and agrees that notwithstanding any term or provision contained herein or in the Loan Documents, all Swap Contracts judgments and all other obligations that are secured by awards entered against Grantor under this MortgageSection 3.1(h) shall be exceptions to any nonrecourse or exculpatory provision of the Loan Documents (as provided in Section 7.7 of the Loan Agreement), in and such order as Mortgagee determines; and (iii) The surplusliability, if any, will shall not be paid limited to Mortgagor or to whomsoever may be lawfully entitled to receive the sameoriginal principal amount of the obligations secured by this Deed of Trust and Grantor’s obligations shall survive the foreclosure, deed in lieu of foreclosure, release, reconveyance, or any other transfer of the Secured Property or this Deed of Trust or any other Security Document (as a court defined in the Loan Agreement). For the purposes of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies any action brought under this Section 4.4 successively 3.1(h), Grantor hereby waives the defense of laches and any applicable statute of limitations; (i) Exercise any other right or concurrently; and such action will not operate to estop remedy available under any of the Loan Documents or prevent Mortgagee from pursuing applicable law or in equity; (j) Cause any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant Collateral to be sold at any one or more public or private sales as permitted by applicable law, and Lender shall further have all other rights and remedies, whether at law, in equity, or by statute, as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent of Lender or Trustee. Any Person, including, without limitation, both Trustee and Lender, shall be eligible to purchase any part or all of such property at any such disposition; or (k) Exercise any and all other remedies available to a secured party under the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashUCC.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Administrative Agent may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other applicable law. (b) Unless the Personal Property is perishable distributions made thereon, sell in one or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least more sales after five (5) days' prior written ’ notice of the time and place of any public sale or of the Personal Property time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or other intended disposition thereof advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be made. Such named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be mailed the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to Mortgagor the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent. (b) If, at the address set forth original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in Section 5.5full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Administrative Agent, in its discretion, the unlikelihood of the proceeds of the sales of the whole of the Pledged Collateral being sufficient to discharge all the Secured Obligations, the Administrative Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, that any sale or sales made after such postponement shall be after five (5) days’ notice from the Administrative Agent to any such Pledgor. (c) Subject If, at any time that the Administrative Agent shall determine, upon the occurrence of an Event of Default and during the continuation thereof, to exercise its rights to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (the “Act”), the Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable, but subject to the terms other requirements of Sections 1.14 this Section 9, and 8.5(b) shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the Loan Agreementforegoing, in any such event the Administrative Agent in its discretion (i) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (ii) may approach and negotiate with a single possible purchaser to effect such sale, (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof, and (iv) may place all or any part of the Pledged Collateral with an investment banking firm for private placement, which firm shall be entitled to purchase all or any part of the Pledged Collateral for its own account. If any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute), then the Administrative Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about any Pledgor or any of its subsidiaries so sold and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Administrative Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the UCC and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (d) Each Pledgor acknowledges that, notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in paragraph (c), the Administrative Agent may, in its discretion, elect, upon the occurrence of an Event of Default and during the continuation thereof, to register any or all the Pledged Collateral under the Act (or any applicable state securities law). Each Pledgor, however, recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Each Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under the Act, or under applicable state securities laws, even if each Pledgor would agree to do so. (e) Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale under Section 4.4(a) will of, collection from, or other realization upon all or any part of the Pledged Collateral, upon the occurrence of an Event of Default and during the continuation thereof, may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied as follows: (iafter payment of any amounts payable to the Administrative Agent pursuant to Section 12 hereof) To in whole or in part by the repayment Administrative Agent for the benefit of the reasonable costs Secured Parties in their individual and expenses various agency capacities and any other holder of takingany Secured Obligations against, holding and preparing for the sale and the selling all or any part of the Personal Property (including, without limitation, costs Secured Obligations in accordance with the terms hereof. Any surplus of litigation such cash or cash proceeds held by the Administrative Agent and attorneys' fees) and the discharge remaining after payment in full of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior Secured Obligations shall be paid over to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor Pledgors or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directsuch surplus. (df) Mortgagee has Each Pledgor agrees that following the right to enforce one or more remedies under this Section 4.4 successively or concurrently; occurrence and such action during the continuation of an Event of Default it will not operate at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to estop prevent or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession delay the enforcement of this Pledge Agreement, or retaking or the absolute sale of the Personal Property pursuant whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.extent it lawfully may do

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in Subsections 15(g) or (h) hereof, all of the Liabilities shall immediately and during automatically become due and payable, and this Agreement shall terminate. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may havetime elect. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.29

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon From and after the occurrence and during the continuance of an Event of Default, Mortgagee maythe Lender shall have all rights, privileges, and remedies available under this Pledge Agreement, the Loan Agreement, the Notes, at its optionlaw, do any one or more of the following: (i) Either personallyin equity, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property statute (including, without limitation, payingArticle 9 of the Illinois Uniform Commercial Code), purchasingor otherwise, contesting or compromising including for the protection and enforcement of its rights with respect to the Pledged Property, and, in addition to the foregoing, the Lender shall have full and irrevocable right, power, and authority, without limitation (but is under no obligation to the Pledgor so to do): (i) at the Lender’s discretion, to take any lien or encumbranceaction, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs the transfer of all or any part of the Pledged Property into the Lender’s own name or the name of any nominee for the Lender, which the Lender may deem necessary or appropriate to preserve or protect the Lender’s interest in any of the Pledged Property. The Lender shall have the right to appoint one or more agents for the purpose of retaining physical possession of the Pledged Property, which may be held (in the discretion of the Lender) in the name of the Pledgor, endorsed or assigned in blank, or in the name of the Lender or any nominee or nominees of the Lender; (a) to collect, withdraw or receive all amounts due or to become due and reasonable attorneys' fees) incurred payable upon, in connection therewithwith, or relating to, the Pledged Property; (b) to execute any withdrawal receipts with respect to the Pledged Property; (c) to endorse the name of the Pledgor on any or all documents, instruments or commercial paper given in payment of the Pledged Property; and (d) to execute endorsements, assignments, or other instruments of transfer or conveyance with respect to all or any of the Pledged Property; (iii) Require Mortgagor from time to time to assemble the Personal Propertyafter first obtaining all necessary regulatory approvals, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or vote all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights Pledged Property (irrespective of whether transferred into the name of the Lender or any nominees) and remedies conferred upon Mortgagee by this Mortgagegive all consents, by any other Loan Document or by lawwaivers and ratifications in respect of the Pledged Property, either concurrently or in such order and otherwise act with respect thereto as Mortgagee may determine. Without though it were the outright legal and beneficial owner thereof, and without limiting the generality of the foregoing, Mortgagee may proceedthe Lender shall be entitled to receive, in any sequencehold, (i) to exercise its rights under Section 3.2 invest, use, sell, transfer, assign, and Section 3.3 with respect to create a Lien upon all or any portion part of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Pledged Property; (viiv) Sellat any time or from time to time, lease sell, resell, assign, and deliver, or otherwise dispose grant options to purchase, all or any part of the Personal Property Pledged Property, or any interest therein, in one or more parcels, at any public or private sale, upon such terms and conditions as the Lender may deem proper, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by the Pledgor to the full extent permitted by law), for cash, on credit, or for other property, for immediate or future delivery without any assumption of credit risk and for such price or prices and on such terms as the Lender in such manner as Mortgagee its absolute discretion may determine. Mortgagee or any ; provided that the Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under will give the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written Pledgor reasonable notice of the time and place of any public sale thereof, or of the Personal Property time after which any private sale or other intended disposition thereof is to be mademade unless, in the sole discretion of the Lender, any of the Pledged Property threatens to decline in value or is or becomes a type sold on a recognized market, in which event, no notice shall be required. Such If any of the Pledged Property is sold by the Lender upon credit for future delivery, the Lender shall not be liable for the failure of the purchaser to purchase or pay for such Pledged Property. The Lender may apply the net proceeds (after deducting all costs, expenses, and fees (including attorneys’ and brokers’ fees) incurred or paid in connection with the collection, protection, sale, and delivery of the Pledged Property, all of which shall be charged to, and the responsibility of, the Pledgor) to the payment of the Obligations, returning the excess proceeds, if any, to the Pledgor. The Lender may purchase any or all of the Pledged Property being sold at each public or private sale of Pledged Property, free from any equity or right of redemption, which are hereby waived and released to the full extent permitted by law, and may offset payment therefor against the Obligations. The Pledgor shall remain liable for any deficiency or other amount remaining unpaid after any sale and application set forth herein. In no event shall the Pledgor be credited with any part of the proceeds of any sale of any Pledged Property until cash payment therefor has been actually received by the Lender. Any requirements of reasonable notice shall be met if such notice is mailed to the Pledgor as provided in Section 16 hereof, at least ten (10) days before the time of the sale or disposition. Any sale of any of the Pledged Property conducted in conformity with customary practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Property shall be deemed to be commercially reasonable. Any remaining Pledged Property shall remain subject to the terms of this Pledge Agreement; and (v) collect any and all money due or to become due and enforce in the Pledgor’s name all rights with respect to the Pledged Property. (b) The Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Property at a public sale than at a private sale or sales, the making of a public sale of the Pledged Property may be mailed subject to Mortgagor registration requirements and other legal restrictions, compliance with which could require such actions on the part of the Pledgor or the Lender, could entail such costs and expenses, and could subject the Lender and any underwriter through whom the Pledged Property may be sold and any controlling Person of any thereof, to such liabilities as would make the making of a public sale of the Pledged Property impractical. Accordingly, the Pledgor hereby agrees that private sales made by the Lender may be made at prices and on other terms less favorable to the address set forth seller than if the Pledged Property were sold at public sale, and that the Lender shall not have any obligation to take any steps or actions to permit the Pledged Property to be sold at a public sale complying with the requirements of federal and state securities and similar laws. The Pledgor agrees that private sales made under the foregoing circumstances shall for all purposes be deemed to have been made in Section 5.5a commercially reasonable manner. The Pledgor further agrees to use all commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Property valid and binding and in compliance with any and all other applicable requirements of law. (c) Subject Unless prohibited by law, the Pledgor agrees, and agrees to cause GBK, to give the terms of Sections 1.14 Lender, any prospective purchaser (pursuant to Section 7(a) and 8.5(b(b) above) of the Loan AgreementPledged Property, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of takingtheir respective representatives, holding and preparing for the sale and the selling of the Personal Property full access to further information (including, without limitation, costs of litigation records, files, correspondence, tax work papers and attorneys' feesaudit work papers) relating to or concerning the Pledged Property, the Pledgor and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directGBK. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance continuation of an Event of Default, Mortgagee mayCollateral Agent, shall have the right, at its optionelection (but subject to the terms and conditions of the Forbearance Agreement), but not the obligation, to do any one or more of the following: (ia) Either personallyvote or exercise any and all of Pledgor’s rights or powers incident to its ownership of the Pledged Equity Interests, including any rights or powers to manage or control SWMP; (b) demand, xxx for, collect or receive any money or property at any time payable to or receivable by means Pledgor on account of a court appointed receiver, take possession of or in exchange for all or any part of the Personal Property Collateral; (c) cause any action at law or suit in equity or other proceeding to be instituted and exclude therefrom Mortgagor and prosecuted to collect or enforce any obligation or right hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein, or to foreclose or enforce the security interest in all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement or by applicable law; (d) incur expenses, including reasonable attorneys’ fees, reasonable consultants’ fees, and other costs appropriate to the exercise of any rights right or power under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to MortgageeAgreement; (iie) Without perform any obligation of Pledgor hereunder; (f) if Pledgor is in default of any of its obligations under this Agreement, secure the appointment of a receiver for Pledgor without notice to SWMP or demand upon MortgagorPledgor; (g) exercise any other or additional rights or remedies granted to Collateral Agent under any other provision of this Agreement or any other Credit Document, make such payments and do such acts as Mortgagee may deem or exercisable by a secured party under the UCC, whether or not the UCC applies to the affected Collateral, or under any other applicable law; (h) take any other action which Collateral Agent deems necessary or desirable to protect or realize upon its security interest in the Personal Property Collateral or any part thereof, and Pledgor hereby irrevocably appoints Collateral Agent as Pledgor’s attorney-in-fact (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior as set forth in Section 8.3) to such security interest) and in exercising take any such powers action, including the execution and delivery of any and all documents or authority instruments related to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property Collateral or any part thereof as herein provided in Pledgor’s name, and said appointment shall create in Collateral Agent a power coupled with an interest which shall be irrevocable; or (i) appoint another Person (who may be an employee, officer or in other representative of Collateral Agent) to do any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceedor take any other action permitted hereunder, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all as agent for or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Propertyrepresentative of, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determineon behalf of, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawCollateral Agent. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option: (a) In addition demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the full Principal Amount of this Note, together with the Interest Amount and other amounts owing in respect thereof, in cash, which aggregate amount payable upon an Event of Default shall be equal to the remedies provided in Section 3.2Mandatory Repayment amount, defined below; provided, however, that upon the occurrence and during the continuance of an Event of DefaultDefault described in paragraphs (g) and (h) of Section 2.1, Mortgagee maythe outstanding principal balance and accrued interest hereunder shall be automatically due and payable. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 18% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full Mandatory Repayment amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its optionrights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Xxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, do if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. (b) exercise or otherwise enforce any one or more of the following: (i) Either personallyHolder’s rights, powers, privileges, remedies and interests under this Note, the Security Agreement, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereofapplicable law. In connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the Holder’s exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect of its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights remedies hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and Company shall use its reasonable best efforts to cooperate with the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject Holder to the terms of Sections 1.14 and 8.5(b) of end that the Loan Agreement, the proceeds of any sale under Section 4.4(a) Holder’s rights hereunder will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directeffectuated. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of case an Event of DefaultDefault shall have occurred and be continuing which results in the acceleration of the Indebtedness, Mortgagee maythe Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Pledge Agreement or by the Loan Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code of the State of New York, and the Collateral Agent shall be entitled, without limitation, to exercise the following rights, which the Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable to the Pledgor; (ii) to transfer all or any part of the Collateral into the Collateral Agent's name or the name of its nominee or nominees; (iii) to vote all or any part of the Stock, Partnership Interests, Limited Liability Company Interests and Other Equity Interests (whether or not transferred into the name of the Collateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Collateral Agent the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so); and (iv) to the fullest extent permitted by law, at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise dispose of or realize on (all of which are hereby waived by the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent in its optionabsolute discretion may determine. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of the Pledgor, do and the Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Collateral Agent on behalf of the Lenders may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Collateral Agent nor any Lender shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto. (b) Each right, power and remedy of the Collateral Agent provided for in this Pledge Agreement or the Loan Documents or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Collateral Agent of any one or more of the following: (i) Either personallyrights, powers or remedies provided for in this Pledge Agreement or the Loan Agreement or now or hereafter existing at law or in equity or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease statute or otherwise dispose of shall not preclude the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee simultaneous or later exercise by the Collateral Agent or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under all such other rights, powers or remedies, and no failure or delay on the Uniform Commercial Code part of the Collateral Agent or any other applicable law. (b) Unless the Personal Property is perishable Lender to exercise any such right, power or threatens to decline speedily in value or is of remedy shall operate as a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5waiver thereof. (c) Subject to All moneys collected by the terms Collateral Agent upon any sale or other disposition of Sections 1.14 and 8.5(b) the Collateral, together with all other moneys received by the Collateral Agent hereunder, shall be applied in accordance with Section 1.8 ----------- of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has It is understood and agreed that the right Pledgor shall remain liable to enforce one or more remedies under this the extent of any deficiency between (1) the amount of the proceeds of the Collateral applied pursuant to Section 4.4 successively or concurrently; 1.8 of the Loan Agreement and such action will not operate to estop or prevent Mortgagee from pursuing (2) the ----------- outstanding amount of the Obligations. (e) Upon any further remedy that it may have. Any repossession or retaking or sale of the Personal Property Collateral by the Collateral Agent hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the provisions hereof will receipt of the Collateral Agent or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not operate be obligated to release Mortgagor until full payment see to the application of any deficiency has been made part of the purchase money paid over to the Collateral Agent or such officer or be answerable in cashany way for the misapplication or nonapplication thereof.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon On and at any time after the occurrence and during the continuance of an Event of Default, Mortgagee maythe Debenture Trustee may (and shall if so directed by the applicable Majority Resolution passed by the Debenture Holders) declare by notice in writing (“Acceleration Notice”) substantially in the form set out in Schedule 8 (Form of Acceleration Notice) of Part A (Standard/Statutory Information in Connection with the Issue) hereto, at its optionto the Issuer that the Event of Default Early Redemption Amount is due and payable, do any one or more and accordingly such amounts mentioned in this paragraph (a) shall become due and payable within the timelines as set out in the Acceleration Notice. (b) Pursuant to issuance of an Acceleration Notice, the followingDebenture Trustee may instruct the Security Trustee to: (i) Either personallyenforce any Security created to secure the Debt, or by means of a court appointed receiverand initiate any proceedings in that respect, take possession of all or any subject to, in respect of the Personal Property Pledged Shares, the Golflinks NCDs and exclude therefrom Mortgagor the Issuer Receivables, the pre-emptive, transfer and all others claiming other restrictions under Mortgagorthe Golflinks Shareholder Agreement or, and thereafter holdas applicable, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to MortgageeGolflinks Debenture Trust Deed; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest invoke the Corporate Guarantee in accordance with the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewithterms thereof; (iii) Require Mortgagor from time transfer the assets secured by the Obligors under the Security Documents, to time the Debenture Holders or to assemble such other person as determined by the Personal PropertyDebenture Trustee, by way of lease, sale or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunderotherwise in accordance with Applicable Law; (iv) Realize upon appoint consultants, including for the Personal Property or any part thereof as herein provided or in any manner permitted by law purpose of initiating enforcement action, wherein all costs, charges and exercise any and all expenses, including professional fees of the other rights consultants appointed shall be payable by the Issuer. The scope of work of such consultants and remedies conferred upon Mortgagee agencies shall be defined by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code;Debenture Trustee; and/or (v) Sell take any other action and exercise any other rights available to it in accordance with the Transaction Documents, Applicable Law, equity or cause otherwise including the right to be sold require repayment of the Golflinks NCDs issued by Golflinks but strictly in such order as Mortgagee may determineaccordance with the terms of the Golflinks NCDs, as a whole or in such parcels as Mortgagee may determineincluding without limitation, the Personal Property and Golflinks Debenture Trust Deed (collectively, the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5“Enforcement Event”). (c) Subject to Upon the terms occurrence of Sections 1.14 and 8.5(b) an Event of Default, whether or not an Acceleration Notice has been issued by the Loan AgreementDebenture Trustee in accordance with this Deed, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has Issuer shall have the right to enforce one or more remedies under this Section 4.4 successively or concurrently; avail Permitted Refinancing Debt in accordance with Paragraph 2.30 (Permitted Refinancing Debt) of Schedule 5 (Covenants and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashUndertakings).

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon a. Upon the occurrence of an Event of Default described in subsection 15(g) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. b. Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and be continuing: (a) In The Administrative Agent, for the benefit of the Secured Parties, may exercise in respect of the Collateral of any defaulting Grantor, in addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease provided for herein or otherwise dispose of available to it, all the Personal Property at public sale, upon terms rights and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party upon default under the Uniform Commercial Code as in effect in the State of New York (the "UCC") and also may (i) exercise any and all rights and remedies of such Grantor under, in connection with, or otherwise in respect of, such Collateral, including the completion and filing of the IP Assignment, (ii) require such Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the documents embodying such Collateral as directed by the Administrative Agent and make it available to the Administrative Agent, for the benefit of the Secured Parties, at a place to be designated by the Administrative Agent that is reasonably convenient to both the Administrative Agent and such Grantor, (iii) occupy any premises owned or leased by such Grantor where documents embodying such Collateral or any other part thereof are assembled for a reasonable period in order to effectuate the Administrative Agent's rights and remedies hereunder or under applicable law. , without obligation to such Grantor in respect of such occupation, (biv) Unless license such Collateral or any part thereof, and (v) without notice except as specified below, sell such Collateral or any part thereof at public or private sale, at any of the Personal Property is perishable Administrative Agent's offices or threatens to decline speedily in value elsewhere, for cash, on credit or is of a type customarily sold on a recognized marketfor future delivery, Mortgagee shall give Mortgagor and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Grantor agrees that at least five (5) ten days' prior written notice to such Grantor 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 Administrative Agent shall not be obligated to make any sale of the Personal Property Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or other intended disposition thereof private sale from time to be made. Such notice may be mailed to Mortgagor time by announcement at the address set forth 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. (b) All payments received by any defaulting Grantor under or in Section 5.5connection with any of such Collateral shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be immediately paid over to the Administrative Agent, for the benefit of the Secured Parties, in the same form as so received (with any necessary endorsement). (c) Subject The net cash proceeds resulting from the collection, liquidation, sale, or other disposition of the Collateral of any defaulting Grantor shall be applied first to the expenses (including all Attorneys' Costs) owing pursuant to Section 16 hereof, of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Secured Obligations in accordance with the terms of Sections 1.14 and 8.5(b) of the Loan AgreementSection 2.13 and, the proceeds of any sale under as applicable, Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made2.06(e)(iii); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence and during the continuance of an Event of Default described in Section 3.2subsection 15(g) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrowers’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrowers’ premises without cost to Lender. At Lender’s request, Borrowers shall, at Borrowers’ expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrowers. Borrowers recognize that if Borrowers fail to perform, observe or discharge any of their Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrowers, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrowers are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice To the extent permissible under applicable law, Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (Collateral including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraphs 16(e) and during 16(f) hereof, all of the continuance Liabilities shall immediately and automatically become due and payable, without notice or demand of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, maintain Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Borrower agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2subsection 15(g) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any Company’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any Company’s premises without cost to Lender. At Lender’s request, each Borrower shall, at Borrowers’ joint and several expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition Upon the occurrence of an Event of Default the full amount of the current months’ Rent together with the next three (3) months’ installments of Basic Rent, Rental Taxes and Additional Rent will immediately become due and payable and the Landlord shall have the following rights and remedies without prejudice to any other rights which it has under this Lease or at law: (i) to terminate this Lease and re-enter and repossess the Premises and remove all Persons and property from the Premises: (ii) seize, sell, dispose of or store all or any property on the Premises, all at the Tenants expense as the Landlord, considers appropriate, all without notice to the remedies provided Tenant, without legal proceedings and without liability for loss or damage and without prejudice to the rights of the Landlord to recover damages and all other amounts which the Landlord is entitled to claim by reason of the Tenant’s breach of this Lease; and (iii) to enter the Premises as agent of the Tenant but without terminating this Lease in order to relet the Premises or a part of them for whatever term or terms (which may be for a term extending beyond the Term) and at whatever Rent and upon whatever other terms the Landlord considers advisable. No repossession of the Premises by the Landlord will be construed as an election by the Landlord to terminate this Lease unless a written notice of termination is given to the Tenant. On each such reletting, the Rent received from the reletting shall be applied as follows: first, to the payment of any expenses incurred by the Landlord with respect to any such reletting (including brokerage fees, solicitors fees and the costs of any alterations or repairs needed to facilitate the reletting); second, to the payment of any amounts owed to the Landlord by the Tenant that are not Rent or Rental Taxes; third, to the payment of Rent and Rental Taxes in arrears, and the residue, if any, will be held by the Landlord and applied to payment of future Rent and Rental Taxes as it becomes due and payable. If the Rent and Rental Taxes received from a reletting during a month are less than that to be paid by the Tenant during that month, the Tenant will pay the deficiency to the Landlord (which deficiency will be calculated and paid monthly in advance on or before the first day of every month). If the Landlord repossesses the Premises in accordance with this Section 3.215.02(a)(iii), upon the Landlord may remove all property from the Premises, sell or dispose of it as the Landlord deems fit or store it at the Tenant’s cost, without notice, without legal proceedings, without liability for loss or damage and without prejudice to the Landlord’s rights to recover damages and all other amounts which the Landlord is entitled to claim by reason of the Tenant’s breach of this Lease. If the Landlord relets without terminating, It may afterwards elect to terminate this Lease for the previous default; (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee maythe Landlord shall be entitled to recover from the Tenant all damages, at its option, do any one or more costs and expenses incurred by the Landlord as a result of the following: (i) Either personallydefault by the Tenant including, or by means without limitation, all arrears of Rent, all legal fees on a court appointed receiver, take possession of all or any of the Personal Property solicitor and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property client basis (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) those incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble with recovery of possession of the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided Premises or in connection with the recovery of Rent or Rental Taxes) and, if this Lease is terminated by the Landlord, any manner permitted deficiency between those amounts which would have been payable by law and exercise any and all the Tenant for the portion of the other rights Term following any termination and remedies conferred upon Mortgagee the net amounts actually received by this Mortgage, by any other Loan Document or by law, either concurrently or in the Landlord during such order as Mortgagee may determine. Without limiting the generality period of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 time with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawPremises. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault under any Covered Document, Mortgagee maysubject to receipt of any applicable regulatory approvals, the Collateral Agent shall have the right to exercise (at its option, do any one or more the direction of the following: Controlling Secured Parties) any and all rights afforded to a secured party with respect to the Secured Obligations under the UCC or other applicable law and also may (i) Either personallyexercise (at the direction of the Controlling Secured Parties) any and all rights and remedies of the Pledgor under or in connection with the Pledged Collateral, or by means otherwise in respect of a court appointed receiverthe Pledged Collateral; provided that the Collateral Agent shall provide the Pledgor with notice thereof prior to such exercise and (ii) subject to the requirements of applicable law and the notice requirements described below, take possession at the direction of the Controlling Secured Parties, sell or otherwise dispose of all or any part of the Personal Property Pledged Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and exclude therefrom Mortgagor agree that they are purchasing the Pledged Collateral for their own account for investment and all others claiming under Mortgagornot with a view to the distribution or sale thereof, and thereafter holdupon consummation of any such sale the Collateral Agent shall have the right to assign, storetransfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, usefree from any claim or right on the part of the Pledgor, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements the Pledgor hereby waives (to and exercise the extent permitted by applicable law) all rights of redemption, stay and powers appraisal which the Pledgor now has or may at any time in the future have under any law now existing or hereafter enacted. The Collateral Agent shall give the Pledgor ten (10) days’ written notice (which the Pledgor agrees is reasonable notice within the meaning of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession Section 9-611 of the Personal Property UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the exercise case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any rights under this MortgagePledged Collateral if it shall determine not to do so, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without regardless of the fact that notice to or demand upon Mortgagor, make of sale of such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (includingPledged Collateral shall have been given. The Collateral Agent may, without limitationnotice or publication, paying, purchasing, contesting adjourn any public or compromising any lien private sale or encumbrance, whether superior or inferior cause the same to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to assemble which the Personal Property, same was so adjourned. In case any sale of all or any portion part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, at a place designated but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Mortgagee law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Pledgor (all said rights being also hereby waived and reasonably convenient released to both partiesthe extent permitted by law), and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Pledgor as herein provided or in any manner permitted by law a credit against the purchase price, and exercise any such Secured Party may, upon compliance with the terms of sale, hold, retain and all dispose of such property without further accountability to the other rights and remedies conferred upon Mortgagee by this MortgagePledgor therefor. For purposes hereof, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting a written agreement to purchase the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to any such agreement entered into at the direction of the Mortgaged Property Controlling Secured Parties in accordance with the terms of this Section 3.01 and all the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent (at the direction of the Personal Property, (iiControlling Secured Parties) may proceed by a suit or suits at law or in equity to exercise its rights under foreclose this Section 4.4 with respect Agreement and to all sell the Pledged Collateral or any portion of the Personal Property, and (iii) thereof pursuant to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell a judgment or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies decree of a secured party under the Uniform Commercial Code court or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of courts having competent jurisdiction may direct. (d) Mortgagee has the right or pursuant to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may havea proceeding by a court-appointed receiver. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate of this Section 3.01 shall be deemed to release Mortgagor until full payment conform to the commercially reasonable standards as provided in Section 9-610(b) of any deficiency has been made the UCC or its equivalent in cashother jurisdictions.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 7(e) hereof, all of the Obligations shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the Obligations may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Debtor's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Debtor's premises without cost to LaSalle. At LaSalle's request, maintain Debtor shall, at Debtor's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Debtor. Debtor recognizes that if Debtor fails to perform, make repairsobserve or discharge any of its Obligations under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Debtor agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Obligations, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of Default described in SUBSECTION 15(G) hereof, all of the Obligations shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Default or Event of Default, Mortgagee all Obligations may, at its optionthe option of Lender, do and without demand, notice or legal process of any one or more of the following:kind, be declared, and immediately shall become, due and payable. (ib) Either personally, or by means Upon the occurrence and during the continuance of a court appointed receiverDefault or an Event of Default, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found and, may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Obligations under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Obligations and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Obligations, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in Subsections 15(g) or (h) hereof, all of the Liabilities shall immediately and during automatically become due and payable, and this Agreement shall terminate. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of If an Event of DefaultDefault described in Section 11.1(k) occurs with respect to any Borrower, Mortgagee maythen to the extent permitted by Applicable Law, at all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its option, discretion (and shall upon written direction of Required Lenders) do any one or more of the followingfollowing from time to time: (ia) Either personallydeclare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect Borrowers to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgageefullest extent permitted by law; (iib) Without notice terminate, reduce or condition any Commitment, or make any adjustment to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewithBorrowing Base; (iiic) Require Mortgagor from time require Obligors to time Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to assemble deposit such Cash Collateral, Agent may (and shall upon the Personal Propertydirection of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or conditions in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale6 are satisfied); and (viid) Exercise exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madeUCC. Such notice may be mailed rights and remedies include the rights to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment take possession of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); Collateral; (ii) To the payment of all indebtedness require Borrowers to assemble Collateral, at Borrowers’ expense, and obligations owing make it available to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured Agent at a place designated by this Mortgage, in such order as Mortgagee determinesAgent; and (iii) The surplusenter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, if anyBorrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, will be paid to Mortgagor or to whomsoever after any further manufacturing or processing thereof, at public or private sale, with such notice as may be lawfully entitled to receive the samerequired by Applicable Law, in lots or in bulk, at such locations, all as a court Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of competent jurisdiction may direct. (d) Mortgagee has any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to enforce one or more remedies under this Section 4.4 successively or concurrently; conduct such sales on any Obligor’s premises, without charge, and such action will not operate sales may be adjourned from time to estop time in accordance with Applicable Law. Agent shall have the right to sell, lease or prevent Mortgagee from pursuing otherwise dispose of any further remedy that it Collateral for cash, credit or any combination thereof, and Agent may have. Any repossession or retaking or purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the Personal Property pursuant to purchase price, may set off the provisions hereof will not operate to release Mortgagor until full payment amount of any deficiency has been made in cashsuch price against the Obligations.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives Pledgee shall have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all respect of the other Collateral all the rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code in effect at the time in the Commonwealth of Massachusetts and may also, without notice, except as required by law direct that all or any part of the Collateral and proceeds thereof be applied to the payment of the Secured Obligations, and the Pledgee may sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, for cash, on creditor for future delivery, and upon such other applicable law. (b) Unless terms as the Personal Property is perishable or threatens to decline speedily in value or Pledgee may deem commercially reasonable. The Pledgor acknowledges that the Collateral is of a type customarily sold on in a recognized market, Mortgagee and, accordingly, no notice by the Pledgee to the Pledgor is required prior to the sale of any Collateral hereunder. In the event such notice is given, the Pledgee shall give Mortgagor not be obligated to make any sale of Collateral regardless of such notice having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at least five (5) days' prior written notice of the time and place of any public fixed therefor, and such sale of the Personal Property or other intended disposition thereof to may, without further notice, be made. Such notice may be mailed to Mortgagor made at the address set forth time and place to which it was so adjourned. Any cash received by the Pledgee as Collateral and all cash proceeds received by the Pledgee in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds respect of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of, collection from, or other realization upon all or any part of the reasonable costs and expenses of takingCollateral as contemplated in this section may, holding and preparing for in the sale and the selling discretion of the Personal Property Pledgee, be held by the Pledgee as collateral for or then or at any time thereafter applied (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the after payment of all indebtedness and obligations owing to Mortgagee any expenses) in whole or Lenders under in part by the Notes and other Loan DocumentsPledgee against, all Swap Contracts and all other obligations that are secured by this Mortgage, or any part of the Secured Obligations in such order as Mortgagee determines; and (iii) The surplus, if any, will the Pledgee shall elect. Any surplus of such cash or cash proceeds held by the Pledgee and remaining after payment in full of all the Secured Obligations shall be paid over to Mortgagor Pledgor or to whomsoever may be lawfully entitled to receive the samesuch surplus. The Pledgee shall not be required to resort to or marshal any present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such security or guaranties in any particular order. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Pledgee's part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one waiver thereof, nor shall any single or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment partial exercise of any deficiency has been made such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. Beyond the exercise of reasonable care to assure the safekeeping of Possessory Collateral while held in cashthe Pledgee's possession or control, the Pledgee shall have no duty or liability to preserve rights pertaining to any Collateral.

Remedies Upon an Event of Default. (a) In addition Without limiting Lender’s right to demand payment of the remedies provided in Section 3.2Liabilities at any time, upon the occurrence and during the continuance of an Event of Default, Mortgagee all of Borrower’s Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at its optionthe option of Lender, do and without demand, notice or legal process of any one or more of the following:kind, be declared, and immediately shall become, due and payable. (ib) Either personallyUpon the occurrence of an Event of Default, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter into any of Borrower’s premises where any of the Collateral may be without disturbing the business of the Borrower in any respect or threatens causing any damage to decline speedily the real or personal property of the Borrower, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may be mailed to Mortgagor at disclaim any warranties that might arise in connection with the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) sale, lease or other disposition of the Loan Agreement, the Collateral and has no obligation to provide any warranties at such time. Any proceeds of any sale under Section 4.4(a) will disposition by Lender of any of the Collateral may be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior by Lender to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness expenses in connection with the Collateral, including without limitation reasonable legal expenses and obligations owing to Mortgagee or Lenders under reasonable attorneys’ fees, and any balance of such proceeds may be applied by Lender toward the Notes payment of such of the Liabilities, and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in subparagraph 12(g) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Bank, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Bank may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Bank shall have the right to decline speedily store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Bank, and agrees that Bank shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madecalendar days before such disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the Any proceeds of any sale under Section 4.4(a) will disposition by Bank of any of the Collateral may be applied as follows: (i) To by Bank to the repayment payment of expenses in connection with the reasonable costs and expenses of takingCollateral, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To proceeds may be applied by Bank toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Bank may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 16(e) or paragraph 16 (f) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the Liabilities may, at the option of Agent at the direction of Required Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee Agent may exercise from time to time any rights and remedies available to it under the UCC and under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower’s premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand Agent shall have the right to store the same at any of Borrower’s premises without cost to Agent. At Agent’s request, maintain Borrower shall, at Borrower’s expense, assemble the Collateral and controlmake it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to Agent or Lenders, alterations, additions and improvements Borrower agrees that Agent and Lenders shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by Agent of any of the Collateral may be applied by Agent to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' fees’ fees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by Agent toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as Agent may from time to time to assemble the Personal Property, elect. No delay or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all omission of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee Agent or any Lender may be to exercise any right or remedy hereunder shall impair any such right or operate as a purchaser at any sale; and (vii) Exercise any remedies of a secured party under waiver thereof. No single or partial exercise by the Uniform Commercial Code Agent or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place Lender of any public sale of the Personal Property right or remedy shall preclude any other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5or further exercise thereof, or preclude any other right or remedy. (c) Subject The Agent shall have no obligation to the terms marshal any Collateral or to seek recourse against or satisfaction of Sections 1.14 and 8.5(b) any of the Loan Agreement, Liabilities from one source before seeking recourse against or satisfaction from another source. The net cash proceeds resulting from the proceeds Agent’s exercise of any sale under Section 4.4(a) will of the foregoing rights to liquidate all or substantially all of the Collateral, including any and all collections (after deducting all of the Agent’s and Lender’s expenses related thereto), shall be applied as follows: (i) To by the repayment Agent to such of the reasonable costs Liabilities and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplusthe Agent shall elect in its sole and absolute discretion, if any, will be paid to Mortgagor whether due or to whomsoever become due. Borrower shall remain liable to the Agent and the Lenders for any deficiencies. All of the Agent’s and the Lenders’ remedies under the Other Agreements shall be cumulative, may be lawfully entitled exercised simultaneously against any Collateral and any Obligor or in such order and with respect to receive such Collateral or such Obligor as the sameAgent may deem desirable, or as a court of competent jurisdiction may directand are not intended to be exhaustive. (d) Mortgagee has To the right extent permitted by law and not otherwise prohibited by contracts with third parties, each Borrower hereby grants to enforce one or more remedies under this Section 4.4 successively or concurrently; the Agent, for use by the Lenders and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking the Agent solely in connection with the preservation or sale of any Collateral, a license or other right to use, without charge by any Obligor or Subsidiary thereof, all computer software, copyrights, labels, trade secrets, service marks, patents, advertising materials and other rights, assets and materials used by Borrower and needed in connection with the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment preservation or sale of any deficiency has been made in cashsuch Collateral.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing: (a) In addition to the remedies provided The Secured Parties may exercise in Section 3.2, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession respect of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements in addition to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document provided for herein or by law, either concurrently otherwise available to them at law or in such order as Mortgagee may determine. Without limiting equity or otherwise, all the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code (the "Code") in effect in the State of California at that time (whether or not the Code is applicable to the Collateral). The Secured Parties hereby agree to comply fully with all federal securities laws, including without limitation the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and all applicable state securities or "Blue Sky" laws in any other applicable lawforeclosure sale of the Collateral. (b) Unless Any cash proceeds received by the Personal Property is perishable or threatens to decline speedily Secured Parties in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds respect of any sale under Section 4.4(a) will of, collection from, or other realization upon all or any part of the Collateral, in the discretion of the Secured Parties, may be applied as follows: (i) To in whole by the repayment Secured Parties for their benefit against, all or any part of the reasonable Secured Obligations then due and payable. Any surplus of such cash or cash proceeds held by the Secured Parties and remaining after payment in full of, first, all costs and expenses of takingthe Secured Parties in preserving and enforcing their rights hereunder, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and including but not limited to reasonable attorneys' fees) , and second, all Secured Obligations then due and payable shall be held by the discharge Secured Parties in a segregated, interest bearing account as additional Collateral securing the Secured Obligations, and, during an ongoing Event of Default, may be applied by the Secured Parties to any Secured Obligations then due and payable. Any surplus of such cash or cash proceeds held by the Secured Parties and remaining after payment in full of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior Secured Obligations shall be paid over promptly to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor Debtor or to whomsoever may be lawfully entitled to receive the same, such surplus or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Administrative Agent may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code UCC (whether or not the UCC applies to the affected collateral). In addition, the Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other part of the Pledged Collateral, exercise the voting rights with respect thereto (to the extent that such voting rights with respect to membership interests in LLCs not wholly-owned by a Pledgor are assignable under applicable law. (b) Unless the Personal Property is perishable ), collect and receive all cash dividends and other distributions made thereon, sell in one or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least more sales after five (5) days' prior written ’ notice of the time and place of any public sale or of the Personal Property time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or other intended disposition thereof advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be made. Such named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be mailed the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to Mortgagor the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent. (b) If, at the address set forth original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in Section 5.5full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Administrative Agent, in its discretion, the unlikelihood of the proceeds of the sales of the whole of the Pledged Collateral being sufficient to discharge all the Secured Obligations, the Administrative Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, that any sale or sales made after such postponement shall be after five (5) days’ notice from the Administrative Agent to any such Pledgor. (c) Subject If, at any time that the Administrative Agent shall determine to exercise its rights to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (the “Act”), the Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable, but subject to the terms other requirements of Sections 1.14 this Section 9, and 8.5(b) shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the Loan Agreementforegoing, in any such event the Administrative Agent in its discretion (i) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (ii) may approach and negotiate with a single possible purchaser to effect such sale, (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof, and (iv) may place all or any part of the Pledged Collateral with an investment banking firm for private placement, which firm shall be entitled to purchase all or any part of the Pledged Collateral for its own account. If any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute), then the Administrative Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about any Pledgor or any of its subsidiaries so sold and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Administrative Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the UCC and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (d) Each Pledgor acknowledges that, notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in paragraph (c), the Administrative Agent may, in its discretion, elect to register any or all the Pledged Collateral under the Act (or any applicable state securities law). Each Pledgor, however, recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Each Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under the Act, or under applicable state securities laws, even if each Pledgor would agree to do so. (e) Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale under Section 4.4(a) will of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied as follows: (iafter payment of any amounts payable to the Administrative Agent pursuant to Section 12 hereof) To in whole or in part by the repayment Administrative Agent for the benefit of the reasonable costs Secured Parties in their individual and expenses various agency capacities and any other holder of takingany Secured Obligations against, holding and preparing for the sale and the selling all or any part of the Personal Property (including, without limitation, costs Secured Obligations in accordance with the terms hereof. Any surplus of litigation such cash or cash proceeds held by the Administrative Agent and attorneys' fees) and the discharge remaining after payment in full of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior Secured Obligations shall be paid over to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor Pledgors or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directsuch surplus. (df) Mortgagee has Each Pledgor agrees that following the right occurrence and during the continuation of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to enforce prevent or delay the enforcement of this Pledge Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Pledge Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers, or remedies. No failure or delay on the part of the Administrative Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon any Pledgor by the Administrative Agent with respect to any such remedies under this Section 4.4 successively shall operate as a waiver thereof, or concurrently; limit or impair the Administrative Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against any Pledgor in any respect. Except for gross negligence or willful misconduct, each Pledgor waives all claims, damages and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking demands against the Administrative Agent arising out of the repossession, retention or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashPledged Collateral.

Remedies Upon an Event of Default. (a) In addition Without limiting Lender's right to demand payment of the remedies provided in Section 3.2Liabilities at any time, upon the Termination Date or the occurrence of an Event of Default described in SECTION 13(f) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind and upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the Termination Date or the occurrence of an Event of Default, Mortgagee Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand Lender shall have the right to store the same at any Borrower's premises without cost to Lender. At Lender's request, maintain Borrowers shall, at Borrowers' expense, assemble the Collateral and controlmake it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrowers. Borrowers recognizes that if Borrowers fail to perform, make repairsobserve or discharge any of their Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to Lender, alterations, additions and improvements agree that Lender shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by Lender of any of the Collateral may be applied by Lender to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this MortgageCollateral, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, including without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all limitation legal expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred , and any balance of such proceeds may be applied by Lender toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as Lender may from time to time elect, including without limitation to assemble provide cash collateral to secure the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all Letters of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawCredit. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition Upon the occurrence of any event described in paragraph 22 of this Mortgage, then Mortgagee may, to the remedies provided in Section 3.2extent permitted by law, upon exercise any right, power or remedy permitted to it hereunder, under the occurrence and during Credit Agreement or under any other Loan Instruments, and, without limiting the continuance generality of an Event of Defaultthe foregoing, Mortgagee may, at personally or by its optionagents, do any one or more all of the following: (ia) Either personallydeclare the Debt to be immediately due and payable, or by means and if the same is not paid on demand, at Mortgagee's option, bring suit for any delinquent payments under the Notes and take any and all steps and any and all other proceedings that Mortgagee deems necessary to enforce the indebtedness and obligations secured hereby and to protect the lien of a court appointed receiver, this Mortgage; and (b) enter and take possession of all the Mortgaged Property or any of part thereof, exclude the Personal Property and exclude therefrom Mortgagor and all others persons claiming under Mortgagorthe Mortgagor whose claims are junior to this Mortgage, wholly or partly therefrom, and thereafter hold, store, use, operate, managemanage and control the same either in the name of the Mortgagor or otherwise as Mortgagee shall deem best, maintain and controlupon such entry, from time to time at the expense of the Mortgagor and the Mortgaged Property, make all such repairs, replacements, alterations, additions and or improvements to the Mortgaged Property or any part thereof as Mortgagee may deem proper and, whether or not Mortgagee has so entered and exercise all rights and powers taken possession of Mortgagor with respect to the Personal Mortgaged Property or any part thereof. In , collect and receive all the event Rents and apply the same, to the extent permitted by law, to the payment of all expenses which Mortgagee may be authorized to incur under this Mortgage, the remainder to be applied to the payment of the Debt until the same shall have been repaid in full; if Mortgagee demands or attempts to take possession of the Personal Mortgaged Property or any portion thereof in the exercise of any rights under this Mortgagehereunder, Mortgagor agrees to shall promptly turn over and deliver complete possession thereof thereto to Mortgagee;; and (iic) Without notice proceed to protect and enforce its rights under this Mortgage by suit for specific performance of any covenant contained herein, in the Credit Agreement or demand upon Mortgagorin the Loan Instruments or in aid of the execution of any power granted herein, make such payments in the Credit Agreement or in the Loan Instruments, or for the foreclosure of this Mortgage and do such acts the sale of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as Mortgagee may shall deem necessary to protect its effectual for such purpose; provided that in the event of a sale, by foreclosure or otherwise, of less than ail of the Mortgaged Property, this Mortgage shall continue as a lien on, and security interest in in, the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith;remaining portion of the Mortgaged Property; and (iiid) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon exercise any or all of Mortgagor's premises and property the remedies available to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily as provided in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determinesparagraph 35 hereof; and (iiie) The surpluswithout in any way limiting the rights hereunder pursuant to paragraphs 6, if any24 and 35 apply for the appointment of a receiver as a matter of right, will without regard to the adequacy of the security for the Debt or the solvency of the Mortgagor. Mortgagor hereby irrevocably consents to such appointment. Specifically, the Mortgagee or any receiver shall be paid to Mortgagor or to whomsoever may be lawfully entitled to take possession of the Mortgaged Property from the owners, tenants and/or occupants of the whole or any part thereof and to collect and receive the sameRents and the value of the use and occupation of the Mortgaged Property, or as a court any part thereof, from the then owner, tenants and/or occupants thereof for the benefit of competent jurisdiction may directMortgagee. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition all other rights legally available to Creditor, Creditor shall have the remedies provided following rights: a. Debtor hereby irrevocably appoints Creditor and any of Creditor's designees (the "Attorney-in-Fact") as its attorney-in-fact, with full authority in Section 3.2the place and stead of Debtor and in the name of Debtor or otherwise, from time to time: (i) upon the occurrence and during the continuance of an Event of Default, Mortgagee mayor an event which, at its optionwith the giving of notice or lapse of time or both would become an Event of Default, do in the Attorney-in-Fact's discretion, to take any one action and to execute any instrument which the Attorney-in-Fact may deem necessary or more advisable to accomplish the purposes of this Security Agreement, including without limitation (A) to obtain, adjust, receive, endorse or collect insurance required to be paid to Creditor, and (B) to file any claims or take any action or institute any proceedings which the following: (i) Either personally, Attorney-in-Fact may deem necessary or by means desirable for the collection of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements Collateral or otherwise to and exercise all enforce the rights and powers of Mortgagor Creditor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over Collateral; and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagorexecute and deliver on behalf of Debtor, make without the signature of Debtor where permitted by applicable law, such payments financing statements and do such acts other documents as Mortgagee the Attorney-in-Fact may deem necessary to protect its security interest perfect or continue perfected the rights in the Personal Property (includingCollateral granted herein. In addition, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay Debtor will reimburse Creditor for all expenses (includingof perfecting or continuing perfection of the rights in the Collateral granted herein; b. If Debtor fails to perform any agreement contained herein, without limitationCreditor may perform, litigation costs or cause performance of, such agreement, and reasonable attorneys' fees) the expenses of Creditor incurred in connection therewiththerewith shall be payable by Debtor, together with interest at the interest rate (as defined in the Agreement and Plan of Merger), on demand; c. If any Event of Default shall have occurred and be continuing, Creditor 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 on default under the UCC (iiiwhether or not the UCC applies to the affected Collateral) Require Mortgagor from time and also may (i) require Debtor to, and Debtor hereby agrees that it will at its expense and upon request of Creditor forthwith, assemble all or part of the Collateral as directed by Creditor and make it available to time to assemble the Personal Property, or any portion thereof, Creditor at a place to be designated by Mortgagee and Creditor which is reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) upon reasonable advance written notice to exercise its rights under this Section 4.4 with respect Debtor, enter upon the property of Debtor to all or any portion take possession of and remove the Personal PropertyCollateral, and (iii) upon reasonable advance written notice to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determineDebtor, as a whole or in such parcels as Mortgagee may determinesell, the Personal Property and the remainder of the Mortgaged Property; (vi) Selltransfer, lease or otherwise dispose deal with the Collateral or any part thereof in its own name or that of Debtor, and may sell the Personal Property Collateral in one or more parcels at public or private sale, for cash, on credit or for future delivery, and at such price or prices and upon such other terms and in such manner as Mortgagee Creditor may determinedeem commercially reasonable. Mortgagee or any Lender may Debtor agrees that to the extent notice of sale shall be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable required by law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written days notice of the time and location at which such sale is to take place shall constitute reasonable notification. Creditor shall not be obligated to make any sale of Collateral after a notice of sale has been given. Creditor may adjourn any public or private sale from time to time by announcement at the time and place fixed thereof, and such sale may, without further notice, be made at the time and place to which it is so adjourned; d. To the extent not prohibited by the UCC, Debtor waives demand, presentment, notice of dishonor, protest, notice of acceptance of this Security Agreement, notice of Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any public description. Creditor shall have no duty as to the collection or protection of the Collateral beyond the safe custody thereof, nor as to the preservation of rights against prior parties. All rights and remedies of Creditor, whether evidenced hereby or by any other instrument or papers shall be cumulative and may be exercised singularly or concurrently. e. All proceeds from the sale of Collateral and from the Personal Property or other intended disposition thereof use of Collateral pursuant to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. license granted under subsection (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will above shall be applied as follows: (i1) To First, to the payment of any and all fees, costs and expenses incurred by Creditor in connection with such sale, including but not limited to the reasonable expenses of advertising the Collateral to be sold, and the repayment of the reasonable costs and expenses of taking, holding and preparing all advances made by Creditor hereunder for the sale and the selling account of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determinesDebtor; and (iii2) The surplusSecond, if anyto the payment in full of the Obligations, will with any surplus to be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the sameDebtor, or as a court of competent jurisdiction may shall direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of Default, Mortgagee mayFannie Mae may but shall not be obligated to, at its option, do exercise any one or more all of the followingfollowing remedies: (ia) Either personallydeclare all amounts payable by Owner under this Agreement or the other Transaction Documents to be forthwith due and payable, and the same shall thereupon become due and payable without demand, presentment, protest or by means notice of a court appointed receiverany kind, take possession all of which are hereby expressly waived; or (b) exercise all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all its rights and powers remedies as it may otherwise have under Applicable Law and under this Agreement or the other Transaction Documents or otherwise by such suits, actions, or special proceedings in equity or at law, or by proceedings in the office of Mortgagor with respect to the Personal Property any board or officer having jurisdiction, either for specific performance of any covenant or agreement contained in this Agreement or any part thereof. In other Transaction Document, or in aid or execution of any power therein granted or for the event Mortgagee demands enforcement of any proper legal or attempts to take possession equitable remedy; or (c) demand and Owner shall provide cash collateral or Government Obligations in the full amount of the Personal Property in the exercise of any rights outstanding obligations under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights Bonds whether or not due and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, payable; or (id) to exercise its rights under Section 3.2 and Section 3.3 with respect to apply all or any portion of the Mortgaged Property and all Collateral to any Obligations or other obligation of Owner under this Agreement or any portion of the Personal Propertyother Transaction Document, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Propertyin such amounts, at such times and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee determined by Fannie Mae. Owner acknowledges that this may include, among other things, applying funds or directing any 109 Related Trustee or Servicer, as the case may be, to apply funds on deposit in a Principal Reserve Fund, any Property Account or the Central Account to redeem the applicable Related Bonds or to redeem any other Related Bonds or reimbursement or other payment obligations under this Agreement or any other Transaction Document. Subject to the Related Indenture, such funds may be applied to redeem amounts outstanding under one or more issues of Related Bonds regardless of whether such amounts are then due and owing; or (e) deliver to the Related Trustees written notice that an Event of Default has occurred under this Agreement and directing the Related Trustees to take such action pursuant to the Transaction Documents as Fannie Mae may determine, as including a whole or in such parcels as Mortgagee may determine, request that the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: Related Trustees (i) To the repayment of the reasonable costs cause all Related Borrower Bonds to be fully and expenses of takingirrevocably redeemed, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); and/or (ii) To call the payment of all indebtedness Related Bonds for mandatory redemption or mandatory tender in accordance with the terms and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale conditions of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashRelated Indentures.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2paragraph 16(e) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Borrower's premises without cost to LaSalle. Upon the occurrence and during the continuance of an Event of Default, maintain at LaSalle's request, Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Borrower agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition If an Event of Default shall occur and be continuing, the Collateral Agent shall (subject to Section 3.5), at the written direction of the Control Party, pursue any of the following remedies, separately, successively, or cumulatively: (i) take possession of any instruments, agreements, mortgages and other documents (including the Mortgage Documents) representing the Qualified Collateral, and all payment records relating to the remedies provided Qualified Collateral, not already in the Collateral Agent’s possession, immediately upon demand, and the Grantor grants to the Collateral Agent the right (to the extent of the Grantor’s own right), for this purpose, to enter into any premises where the Qualified Collateral or any part thereof may be located during normal business hours and upon reasonable notice to the Grantor; and (ii) pursue any other remedy available at law or in equity to collect, enforce, or satisfy obligations of the Grantor under the AgVantage Bond and this Agreement, including exercising its rights as secured creditor to collect income on the Qualified Collateral, or to sell, assign, transfer, lease, or otherwise dispose of the Qualified Collateral whether or not the Qualified Collateral is in the Collateral Agent’s possession, in each case subject to the immediately preceding clause (i) above. (b) If the Collateral Agent exercises its rights subject to Section 3.2, 4.2(a) in respect of the Qualified Collateral upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of to the followingfullest extent permitted by applicable law: (i) Either personallythe Collateral Agent may sell, or by means of a court appointed receiverassign, take possession of all or any of transfer and deliver, at the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral Agent’s option, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property whole or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to Qualified Collateral at private or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms at such prices as the Collateral Agent may, in good faith, deem best, without public advertisement, and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written Grantor waives notice of the time and place of sale, except any public sale notice that is required by law and may not be waived; (ii) the Collateral Agent has no obligation to prepare any Qualified Collateral for sale, and the Collateral Agent may sell any Qualified Collateral and disclaim any warranties without adversely affecting the commercial reasonableness of the Personal Property sale; and (iii) the Collateral Agent may purchase any or other intended disposition thereof all Qualified Collateral and shall apply the purchase price to be made. Such notice may be mailed reduce amounts owed by the Grantor to Mortgagor at the address Collateral Agent as set forth in Section 5.5(c) below. (c) Subject to the terms of Sections 1.14 and 8.5(b) Section 9-615 of the Loan AgreementUCC, the proceeds Proceeds realized by the Collateral Agent upon selling or disposing of any sale under Section 4.4(a) the Qualified Collateral will be applied as followsin the following order: (i) To the repayment of the first, for so long as a Bond Guarantor Default has occurred and is continuing, to pay all reasonable costs and expenses of taking, holding and preparing every kind incurred by the Collateral Agent for the collection, sale and the selling foreclosure of the Personal Property Qualified Collateral (includingincluding reasonable expenses incurred in the protection of Collateral Agent’s title to or lien upon or right in connection therewith, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except reasonable expenses for out-of-pocket legal fees in connection therewith or in making any Impositions or liens and encumbrances subject to which such sale has been madeor sales, insurance, commission for sales and guaranty); (ii) To second, to the payment Collateral Agent for any amounts due and unpaid in accordance with applicable agreements; (iii) third, to the Bond Guarantor in respect of all indebtedness and obligations owing any amounts previously paid by the Bond Guarantor in respect of the Guaranteed Obligations; (iv) fourth, to Mortgagee or Lenders interest owed under the Notes and other Loan DocumentsAgVantage Bond; (v) fifth, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determinesto the principal amount owed under the AgVantage Bond; and (iiivi) The surplussixth, if any, any remaining Proceeds will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive by the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant Collateral Agent to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashGrantor.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of an Event event of Defaultdefault, Mortgagee Collateral Agent may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor Borrower and all others claiming under MortgagorBxxxxxxx, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor Borrower with respect to the Personal Property or any part thereof. In the event Mortgagee Collateral Agent demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor Bxxxxxxx agrees to promptly turn over and deliver possession thereof to MortgageeCollateral Agent; (ii) Without notice to or demand upon MortgagorBorrower, make such payments and do such acts as Mortgagee Collateral Agent may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' ’ fees) incurred in connection therewith; (iii) Require Mortgagor Borrower from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee Collateral Agent and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee Collateral Agent or an agent or representative designated by MortgageeCollateral Agent. Mortgagee Collateral Agent and its agents and representatives have the right to enter upon any or all of Mortgagor's Borrower’s premises and property to exercise Mortgagee's Collateral Agent’s rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee Collateral Agent by this Mortgage, by any other Loan Transaction Document or by law, either concurrently or in such order as Mortgagee Collateral Agent may determine. Without limiting the generality of the foregoing, Mortgagee Collateral Agent may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of [Section 12A:9-604 9604] of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee Collateral Agent may determine, as a whole or in such parcels as Mortgagee Collateral Agent may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee Collateral Agent may determine. Mortgagee or any Lender Collateral Agent may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee Collateral Agent shall give Mortgagor Borrower at least five (5) days' ’ prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor Borrower at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the The proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders Collateral Agent under the Notes Debentures and other Loan Transaction Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee Collateral Agent determines; and (iii) The surplus, if any, will be paid to Mortgagor Borrower or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee Collateral Agent has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee Collateral Agent from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor Borrower until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition Without limiting Lender's right to demand payment of the remedies provided in Section 3.2Liabilities at any time, upon the occurrence of an Event of Default described in PARAGRAPH 12(F) hereof, all of Borrower's Liabilities shall immediately and during automatically become due and payable, without notice of any kind and upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable and the exercise price of the Warrants shall be reduced as provided therein. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found. At Lender's request, Borrower shall, at Borrower's expense, assemble the Personal Property is perishable Collateral and make it available to Lender at one or threatens more places to decline speedily be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' business days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may be mailed to Mortgagor at disclaim any warranties that might arise in connection with the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) sale, lease or other disposition of the Loan Agreement, the Collateral and has no obligation to provide any warranties at such time. Any proceeds of any sale under Section 4.4(a) will disposition by Lender of any of the Collateral may be applied as follows: (i) To by Lender to the repayment payment of expenses in connection with the Collateral, including without limitation legal expenses and reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may havetime elect. Any repossession and all Collateral or retaking or sale of the Personal Property pursuant cash derivative thereof remaining after Lender has satisfied its remedies herein shall be delivered and paid by Lender to the provisions hereof will Borrower not operate to release Mortgagor until full payment of any deficiency has later than fifteen (15) days after Lender's claims have been made in cashsatisfied.

Remedies Upon an Event of Default. (a) In addition If any Event of Default has occurred and is continuing, the Administrative Agent may, without further notice to the Grantors, exercise all rights and remedies provided under this Agreement or any other Loan Document or that are available to a secured creditor upon default under the UCC, or that are otherwise available at law or in equity, at any time, in any order and in any combination, including collecting any and all Obligations from the Grantors, and, in addition, the Administrative Agent or its designee may sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Administrative Agent may deem satisfactory. The Administrative Agent shall give the Grantors not less than ten (10) days prior written notice of the time and place of any sale or other intended disposition of Collateral. Each Grantor agrees that any such notice constitutes “reasonable notification” within the meaning of Section 3.29-611 of the UCC (to the extent such Section or any successor provision under the UCC is applicable). (b) If any Event of Default exists, the Administrative Agent or any Secured Creditor may be the purchaser of any or all of the Collateral so sold at any public sale (or, if such Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor agrees to execute and deliver such documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely free from any claim or right of any kind, including any equity or right of redemption of the Grantors. To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale Collateral may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. The Administrative Agent shall not be obligated to make any such sale pursuant to any such notice. The Administrative Agent 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, such Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for such Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency. (c) If any Event of Default exists, for the purpose of enforcing any and all rights and remedies under this Agreement, the Administrative Agent may (i) require any Grantor to, and each Grantor agrees that it will, at the joint and several expense of the Grantors, and upon the Administrative Agent’s request, forthwith assemble all or any part of its Collateral as directed by the Administrative Agent and make it available at a place designated by the Administrative Agent which is, in the Administrative Agent’s opinion, reasonably convenient to the Administrative Agent and such Grantor, whether at the premises of such Grantor or otherwise, (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any such Collateral is or may be located and, without charge or liability to the Administrative Agent, seize and remove such Collateral from such premises, (iii) have access to and use such Grantor’s books and records, computers and software relating to the Collateral, and (iv) prior to the disposition of any of the Collateral, store or transfer such Collateral without charge in or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and to the extent the Administrative Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Trademark, trade name, Copyright, Patent or technical process used by such Grantor. (d) Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing: (i) Upon the Administrative Agent’s request, each Grantor will promptly notify each Account Debtor in respect of any Account or Instrument of such Grantor that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent. Notwithstanding the foregoing, each Grantor herby authorizes the Administrative Agent, upon the occurrence and during the continuance of an Event of Default, Mortgagee mayto directly contact and notify the Account Debtors or obligors under any Accounts, at its option, do any one or more of the following: (i) Either personallyassignment of such Collateral to the Administrative Agent, and to direct such Account Debtor or by means of a court appointed receiver, take possession obligors to make payment of all amounts due or to become due thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, and during the continuance of an Event of Default, such Grantor shall not give any contrary instructions to such Account Debtor or other Person without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld). If, notwithstanding the giving of any notice, any Account Debtor or other Person shall make payments to a Grantor, such Grantor shall hold all such payments it receives in trust for the Administrative Agent, for the account of the Personal Property Secured Creditors and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect shall immediately upon receipt deliver the same to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee;Administrative Agent. (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee The Administrative Agent may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell establish or cause to be sold in such order as Mortgagee may determineestablished one or more lockboxes or other arrangements for the deposit of proceeds of Accounts, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may case, each Grantor shall cause to be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under forwarded to the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold Administrative Agent, on a recognized marketdaily basis, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes checks and other Loan Documents, all Swap Contracts items of payment and all other obligations that are secured by this Mortgage, deposit slips related thereto deposited in such order as Mortgagee determines; andlockboxes. (iii) The surplusAdministrative Agent may (without assuming any obligations or liability thereunder), if anyat any time and from time to time, will enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Grantor in, to and under any Licenses and take or refrain from taking any action under any thereof, and each Grantor hereby releases the Administrative Agent from, and agrees to hold the Administrative Agent free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be paid to Mortgagor taken with respect thereto except for the Administrative Agent’s gross negligence or to whomsoever may be lawfully entitled to receive the same, or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction may directjurisdiction. (div) Mortgagee has Upon written request by the right Administrative Agent, each Grantor agrees to enforce one execute and deliver to the Administrative Agent powers of attorney, in form and substance satisfactory to the Administrative Agent, for the implementation of any lease, assignment, license, sublicense, grant of option, sale or more remedies under other disposition of any Intellectual Property. In the event of any such disposition pursuant to this Section 4.4 successively or concurrently; 7, each Grantor shall supply its know-how and such action will not operate expertise relating to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or the manufacture and sale of the Personal products bearing Trademarks or the products or services made or rendered in connection with Patents or Copyrights, and its customer lists and other records relating to such Intellectual Property pursuant and to the provisions hereof will not operate distribution of said products, to release Mortgagor until full the Administrative Agent. (e) The Administrative Agent, on behalf of the Secured Creditors, and, by accepting the benefits of this Agreement, the Secured Creditors, expressly acknowledge and agree that this Agreement may be enforced only by the action of the Administrative Agent and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Administrative Agent for the benefit of the Secured Creditors upon the terms of this Agreement. The Administrative Agent acknowledges that the Deposit Accounts under its control may from time to time contain Trust Funds, which the Grantors are required to collect and remit from time to time, but which, pending such remittance, shall be contained or held in such Deposit Accounts. Following the occurrence of the Trust Fund Activation Event, the Administrative Agent agrees (to the extent permitted by applicable Requirements of Law) to notify the applicable Grantor thereof within one Business Day of the occurrence of such event. Upon receipt of such notice the applicable Grantor may, within ten Business Days thereafter, deliver (or cause to be delivered) a Trust Fund Certificate. Notwithstanding anything to the contrary herein or in any other Loan Document,(x) within one Business Day following receipt if such certificate is received by the Administrative Agent by 11:00 a.m. on any Business Day, or (y) within two Business Days following receipt if such certificate is received by the Administrative Agent after 11:00 a.m. on any Business Day, the Administrative Agent shall remit, or instruct the relevant bank to remit, in each case to the extent permitted by applicable Requirements of Law, the amount of the Trust Funds specified in the Trust Fund Certificate to the applicable Grantor for payment of any deficiency has been made to the appropriate Person to the extent funds are available in cashsuch Grantor’s account.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2paragraph 13(f) hereof, all of Borrower's Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and during without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the continuance occurrence of an Event of Default, Mortgagee Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, maintain Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to Lender, alterations, additions and improvements agrees that Lender shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by Lender of any of the Collateral may be applied by Lender to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this MortgageCollateral, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, payinglegal expenses and reasonable attorneys' fees, purchasingand any balance of such proceeds may be applied by Lender toward the payment of such of the Liabilities, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority order of application, as Lender may from time to pay all expenses (time elect, including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time provide cash collateral to assemble secure the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all Letters of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawCredit. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of If an Event of DefaultDefault described in Section 11.1(k) occurs with respect to any Borrower, Mortgagee maythen to the extent permitted by Applicable Law, at all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its option, discretion (and shall upon written direction of Required Lenders) do any one or more of the followingfollowing from time to time: (ia) Either personallydeclare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect Borrowers to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgageefullest extent permitted by law; (iib) Without notice terminate, reduce or condition any Commitment, or make any adjustment to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewithBorrowing Base; (iiic) Require Mortgagor from time require Obligors to time Cash Collateralize LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to assemble deposit such Cash Collateral, Agent may (and shall upon the Personal Propertydirection of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or conditions in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale6 are satisfied); and (viid) Exercise exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madeUCC. Such notice may be mailed rights and remedies include the rights to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment take possession of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); Collateral; (ii) To the payment of all indebtedness require Borrowers to assemble Collateral, at Borrowers’ expense, and obligations owing make it available to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured Agent at a place designated by this Mortgage, in such order as Mortgagee determinesAgent; and (iii) The surplusenter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, if anyBorrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, will be paid to Mortgagor or to whomsoever after any further manufacturing or processing thereof, at public or private sale, with such notice as may be lawfully entitled to receive the samerequired by Applicable Law, in lots or in bulk, at such locations, all as a court Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of competent jurisdiction may direct. (d) Mortgagee has any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to enforce one or more remedies under this Section 4.4 successively or concurrently; conduct such sales on any Obligor’s premises, without charge, and such action will not operate sales may be adjourned from time to estop time in accordance with Applicable Law. Agent shall have the right to sell, lease or prevent Mortgagee from pursuing otherwise dispose of any further remedy that it Collateral for cash, credit or any combination thereof, and Agent may have. Any repossession or retaking or purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the Personal Property pursuant to purchase price, may credit bid and set off the provisions hereof will not operate to release Mortgagor until full payment amount of any deficiency has been made in cashsuch price against the Obligations.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 17(e) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee Lender may exercise from time to time any rights and remedies available to it under UCC or any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, maintain Borrower shall, at Borrower's expense, assemble the Collateral and controlmake it available to Lender at one or more places to be designated by Lender and reasonably convenient to Borrower. Borrower recognizes that if Borrower fails to perform, make repairsobserve or discharge any of its Liabilities under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to Lender, alterations, additions and improvements Borrower agrees that Lender shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by Lender of any of the Collateral may be applied by Lender to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by Lender toward the payment of such of the Liabilities, and in connection therewith; (iii) Require Mortgagor such order of application, as Lender may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon On and after the occurrence and during the continuance of an Event of Default, Mortgagee the Collateral Agent may, at in its optiondiscretion, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise assert all rights and powers remedies of Mortgagor with respect a secured party under the UCC (whether or not in effect in any applicable jurisdiction) and all other applicable law. The proceeds of any collection, liquidation, or other disposition of the Collateral shall be applied by the Collateral Agent first to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession payment of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs all fees, taxes, attorneys’ fees and reasonable attorneys' feeslegal expenses) incurred by the Collateral Agent in connection therewith; (iii) Require Mortgagor from time with retaking, holding, collecting, or liquidating the Collateral. The balance of such proceeds, if any, shall, to time the extent permitted by law, be applied to assemble the Personal Propertypayment of the Obligations in the order of application set forth in Section 27 of this Agreement. In case of any deficiency, Debtor shall, whether or not then due, remain liable therefor. If notice prior to disposition of the Collateral or any portion thereofthereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event the Collateral Agent may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including the Collateral Agent or any Secured Note Holder) as the Collateral Agent in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at a place designated by Mortgagee and reasonably convenient to both partiespublic or private sale or other disposition without demand of performance, and promptly deliver without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such Personal Property sale or other disposition, unless prohibited by applicable law, the Collateral Agent and the Secured Note Holders may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Collateral Agent shall not be liable for failure to Mortgagee collect or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter realize upon any or all of Mortgagor's premises and property the Collateral or for any delay in so doing nor shall it be under any obligation to exercise Mortgagee's rights hereunder; (iv) Realize upon take any action whatsoever with regard thereto. The Collateral Agent shall incur no liability as a result of the Personal Property sale of the Collateral, or any part thereof as herein provided or in thereof, at any manner permitted private sale pursuant to this Agreement. Debtor hereby waives any claims against the Collateral Agent arising by law and exercise any and all reason of the other rights fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and remedies conferred upon Mortgagee by this Mortgagedoes not offer the Collateral to more than one offeree. Debtor recognizes that, by any other Loan Document or by lawreason of certain prohibitions contained in the Securities Act of 1933, either concurrently or in such order as Mortgagee amended, and applicable state securities laws, the Collateral Agent may determine. Without limiting the generality of the foregoingbe compelled, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to any sale of all or any portion part of the Mortgaged Property Collateral, to limit purchasers to those who will agree, among other things, to acquire the relevant Collateral for their own account, for investment and all not with a view to the distribution or resale thereof. Debtor acknowledges that any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender private sale may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has have been made in casha commercially reasonable manner and that the Collateral 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 enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto.

Remedies Upon an Event of Default. (a) In addition Upon the occurrence of any event described in paragraph 22 of this Mortgage, then Mortgagee may, to the remedies provided in Section 3.2extent permitted by law, upon exercise any right, power or remedy permitted to it hereunder, under the occurrence and during Credit Agreement or under any other Loan Instruments, and, without limiting the continuance generality of an Event of Defaultthe foregoing, Mortgagee may, at personally or by its optionagents, do any one or more all of the following: (ia) Either personallydeclare the Debt to be immediately due and payable, or by means and if the same is not paid on demand, at Mortgagee's option, bring suit for any delinquent payments under the Notes and take any and all steps and any and all other proceedings that Mortgagee deems necessary to enforce the indebtedness and obligations secured hereby and to protect the lien of a court appointed receiver, this Mortgage; and (b) enter and take possession of all the Mortgaged Property or any of part thereof, exclude the Personal Property and exclude therefrom Mortgagor and all others persons claiming under Mortgagorthe Mortgagor whose claims are junior to this Mortgage, wholly or partly therefrom, and thereafter hold, store, use, operate, managemanage and control the same either in the name of the Mortgagor or otherwise as Mortgagee shall deem best, maintain and controlupon such entry, from time to time at the expense of the Mortgagor and the Mortgaged Property, make all such repairs, replacements, alterations, additions and or improvements to the Mortgaged Property or any part thereof as Mortgagee may deem proper and, whether or not Mortgagee has so entered and exercise all rights and powers taken possession of Mortgagor with respect to the Personal Mortgaged Property or any part thereof. In , collect and receive all the event Rents and apply the same, to the extent permitted by law, to the payment of all expenses which Mortgagee may be authorized to incur under this Mortgage, the remainder to be applied to the payment of the Debt until the same shall have been repaid in full; if Mortgagee demands or attempts to take possession of the Personal Mortgaged Property or any portion thereof in the exercise of any rights under this Mortgagehereunder, Mortgagor agrees to shall promptly turn over and deliver complete possession thereof thereto to Mortgagee;; and (iic) Without notice proceed to protect and enforce its rights under this Mortgage by suit for specific performance of any covenant contained herein, in the Credit Agreement or demand upon Mortgagorin the Loan Instruments or in aid of the execution of any power granted herein, make such payments in the Credit Agreement or in the Loan Instruments, or for the foreclosure of this Mortgage and do such acts the sale of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction, or for the enforcement of any other right as Mortgagee may shall deem necessary to protect its effectual for such purpose; provided that in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien on, and security interest in in, the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith;remaining portion of the Mortgaged Property; and (iiid) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon exercise any or all of Mortgagor's premises and property the remedies available to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily as provided in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determinesparagraph 35 hereof; and (iiie) The surpluswithout in any way limiting the rights hereunder pursuant to paragraphs 6, if any24 and 35 apply for the appointment of a receiver as a matter of right, will without regard to the adequacy of the security for the Debt or the solvency of the Mortgagor. Mortgagor hereby irrevocably consents to such appointment. Specifically, the Mortgagee or any receiver shall be paid to Mortgagor or to whomsoever may be lawfully entitled to take possession of the Mortgaged Property from the owners, tenants and/or occupants of the whole or any part thereof and to collect and receive the sameRents and the value of the use and occupation of the Mortgaged Property, or as a court any part thereof, from the then owner, tenants and/or occupants thereof for the benefit of competent jurisdiction may directMortgagee. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) In addition declare the commitment of each Lender to make Loans or accept Bankers’ Acceptances and any obligation of any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Financing Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower; (c) require that the applicable Borrower Cash Collateralize the L/C Obligations owing by it and Bankers’ Acceptances issued by it (in an amount equal to the then Outstanding Amount thereof); and (d) exercise on behalf of itself and the Lenders all rights and remedies provided in Section 3.2available to it and the Lenders under the Financing Documents or applicable Law; provided, however, that upon the occurrence and during the continuance of an Event actual or deemed entry of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor an order for relief with respect to the Personal Property US Facility Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans or accept Bankers’ Acceptances and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the applicable Borrower to Cash Collateralize the L/C Obligations and Bankers’ Acceptances issued or owing by it as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over Lender; and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize provided further that upon the Personal Property occurrence of an actual or any part thereof as herein provided or in any manner permitted by law and exercise any and all deemed entry of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such an order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 for relief with respect to any Canadian Borrower under the applicable Debtor Relief Laws, the obligation of each Canadian Lender to make Canadian Loans to such Canadian Borrower (including by way of accepting Bankers’ Acceptances in respect of such Canadian Borrower) and any obligation of the Canadian L/C Issuers to make Canadian L/C Credit Extensions to such Canadian Borrower shall automatically terminate, the unpaid principal amount of all outstanding Canadian Borrowings owing by such Canadian Borrower and all interest and other amounts as aforesaid owing by such Canadian Borrower shall automatically become due and payable, and the obligation of such Canadian Borrower to Cash Collateralize the Canadian L/C Obligations and Bankers’ Acceptances issued or owing by it as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawCanadian Lender. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Administrative Agent may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other applicable law. distributions made thereon, sell in one or more sales after ten (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (510) days' prior written notice of the time and place of any public sale or of the Personal Property time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or other intended disposition thereof advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent's offices or elsewhere to be made. Such named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be mailed the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to Mortgagor the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent. (b) If, at the address set forth original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in Section 5.5full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Administrative Agent, in its discretion, the unlikelihood of the proceeds of the sales of the whole of the Pledged Collateral being sufficient to discharge all the Secured Obligations, the Administrative Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, that any sale or sales made after such postponement shall be after ten (10) days' notice from the Administrative Agent to any such Pledgor. (c) Subject If, at any time that the Administrative Agent shall determine to exercise its rights to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (the "Act"), the Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable, but subject to the terms other requirements of Sections 1.14 this Section 9, and 8.5(b) shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the Loan Agreementforegoing, in any such event the Administrative Agent in its discretion (i) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (ii) may approach and negotiate with a single possible purchaser to effect such sale, (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof, and (iv) may place all or any part of the Pledged Collateral with an investment banking firm for private placement, which firm shall be entitled to purchase all or any part of the Pledged Collateral for its own account. If any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute), then the Administrative Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person's access to financial information about any Pledgor or any of its subsidiaries so sold and such Person's intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Administrative Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the UCC and other laws affecting the enforcement of creditors' rights and the Act and all applicable state securities laws. For the avoidance of doubt, nothing contained herein shall require any Pledgor to register any Pledged Collateral under the Act. (d) Each Pledgor acknowledges that, notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in paragraph (c), the Administrative Agent may, in its discretion, elect to register any or all the Pledged Collateral under the Act (or any applicable state securities law). Each Pledgor, however, recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Each Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under the Act, or under applicable state securities laws, even if each Pledgor would agree to do so. (e) Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale under Section 4.4(a) will of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied as follows: (iafter payment of any amounts payable to the Administrative Agent pursuant to Section 14 hereof) To in whole or in part by the repayment Administrative Agent for the benefit of the reasonable costs Secured Parties in their individual and expenses various agency capacities and any other holder of takingany Secured Obligations against, holding and preparing for the sale and the selling all or any part of the Personal Property (including, without limitation, costs Secured Obligations in accordance with the terms hereof. Any surplus of litigation such cash or cash proceeds held by the Administrative Agent and attorneys' fees) and the discharge remaining after payment in full of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior Secured Obligations shall be paid over to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor Pledgors or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directsuch surplus. (df) Mortgagee has Each Pledgor agrees that following the right occurrence and during the continuation of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to enforce prevent or delay the enforcement of this Pledge Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Pledge Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers, or remedies. No failure or delay on the part of the Administrative Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon any Pledgor by the Administrative Agent with respect to any such remedies under this Section 4.4 successively shall operate as a waiver thereof, or concurrently; limit or impair the Administrative Agent's right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against any Pledgor in any respect. Each Pledgor waives all claims, damages and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking demands against the Administrative Agent arising out of the repossession, retention or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashPledged Collateral.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon a. Upon the occurrence and during the continuance of an Event of DefaultDefault (as such term is defined in the Note), Mortgagee maySeller shall have the right, at in its optiondiscretion and without notice to Purchaser, do any one to transfer to or more register in the name of Seller the Collateral, including all of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorSubsidiaries' Shares, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor Purchaser shall fully cooperate with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers transfer or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgageeregistration. Mortgagee and its agents and representatives Seller shall also have the right to enter upon any or exercise all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of afforded a secured party under the Uniform Commercial Code of Florida or any other applicable lawlaw with respect to the Collateral. Seller's rights and remedies shall be cumulative and concurrent; may be pursued against any or all of the Collateral, at the sole discretion of Seller; and may be exercised as often as occasion therefor shall arise, it being agreed by Purchaser that the exercise or failure to exercise any such rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse. b. Upon the occurrence of an Event of Default (b) Unless as such term is defined in the Personal Property Note), Seller is perishable authorized and empowered to apply any and all proceeds realized from the sale of all or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice any part of the time and place of Collateral in any public foreclosure sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at realization upon the address set forth in Section 5.5. Collateral as follows (c) Subject to as modified, if necessary, by the terms requirements of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: applicable law): (i) To first, to the repayment payment of the all reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and including attorneys' fees) of any foreclosure and collection hereunder and all proceedings in connection therewith; (ii) then, to the discharge reimbursement of Seller for all Impositionsdisbursements made by Seller for taxes, assessments or liens superior to the Security Interest and encumbrancesthat Seller shall deem expedient to pay; (iii) then, to the reimbursement of Seller for any other disbursements made by, or reasonable expenses incurred by, Seller in accordance with the terms hereof; (iv) then, to the Secured Indebtedness, in any manner determined by Seller in its sole discretion; and claims thereof(v) the remainder of such proceeds, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will shall be paid to Mortgagor Purchaser. The foregoing application provisions shall apply not only to proceeds resulting from foreclosure but also to proceeds or to whomsoever may be lawfully entitled to receive the samedistributions resulting from any other claim (including claims made in bankruptcy proceedings or under applicable insurance policies), action or as a court of competent jurisdiction may direct. (d) Mortgagee has the right proceeding to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of protect Seller's Security Interest in the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashCollateral.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault by Tenant, Mortgagee may, at its option, do any one or more of Landlord shall have the followingfollowing remedies: (i) Either personallyLandlord may terminate this Lease by giving Tenant written notice thereof, or by means in which event Tenant shall pay to Landlord the sum of a court appointed receiver, take possession (A) the worth at the time of all or award of any unpaid Rent and/or Additional Rent which had been earned at the time of the Personal Property termination, plus (B) the worth at the time of award of the amount by which the unpaid Rent and/or Additional Rent which would have been earned after termination until the time of award exceeds the amount of rental loss Tenant proves could have been reasonably avoided, plus (C) the worth at the time of award of the amount by which the unpaid Rent and exclude therefrom Mortgagor Additional Rent for the balance of the Initial Lease Term or the applicable Extended Term if the Tenant has extended the Initial Lease Term, after the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided, plus (D) any other amounts necessary to compensate Landlord for all actual damages caused by Tenant’s failure to perform its obligations under this Lease. Tenant hereby waives, for itself and all others persons claiming by and under MortgagorTenant, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers privileges which it might have under any present or future law to redeem the Leased Real Property or to continue this Lease after being dispossessed or ejected from the Leased Real Property. As used in clauses (A) and (B) above, the “worth at the time of Mortgagor with respect award” is computed by allowing interest at the rate described in Section 6 of this Lease. As used in clause (C) above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank situated nearest to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession location of the Personal Leased Real Property in at the exercise time of award plus two and one-half percent (2.5%). Landlord waives the right to any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee;consequential or punitive damages arising out of an Event of Default by Tenant. (ii) Without notice to or demand upon MortgagorLandlord may continue this Lease in full force and effect and recover the Rent, make such payments Additional Rent and do such acts other monetary charges as Mortgagee may deem necessary to protect its security interest in the Personal Property (includingthey become due, without limitationterminating Tenant’s right to possession, paying, purchasing, contesting or compromising any lien or encumbrance, irrespective of whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith;Tenant shall have abandoned the Leased Real Property. (iii) Require Mortgagor from time to time to assemble Landlord may cure the Personal PropertyEvent of Default by Tenant at Tenant’s expense, provided, that, if Landlord pays any sum or incurs any portion thereofexpense in curing the Event of Default, at a place designated by Mortgagee such amount shall be deemed Additional Rent and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter Tenant shall immediately reimburse Landlord upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing demand for the sale and the selling amount of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions such payment or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directexpense. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of Default described in Subsection 15(g) hereof, all of the Obligations shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Default or Event of Default, Mortgagee all Obligations may, at its optionthe option of Lender, do and without demand, notice or legal process of any one or more of the following:kind, be declared, and immediately shall become, due and payable. (ib) Either personally, or by means Upon the occurrence and during the continuance of a court appointed receiverDefault or an Event of Default, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, subject to the rights of BHF, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found and, may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower's premises without cost to Lender. At Lender's request, but subject to the rights of BHF, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Obligations under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Obligations and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may be mailed disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to Mortgagor provide any warranties at the address set forth in Section 5.5. (c) such time. Subject to the terms rights of Sections 1.14 and 8.5(b) BHF, any Proceeds of any disposition by Lender of any of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will Collateral may be applied as follows: (i) To by Lender to the repayment payment of expenses in connection with the reasonable costs and expenses of takingCollateral, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Obligations, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2subsection 15(g) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any Company’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any Company’s premises without cost to Lender. At Lender’s request, US Borrower shall, at US Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and US Borrower. US Borrower recognizes that if US Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and US Borrower, (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that US Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Administrative Agent may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code UCC (whether or not the UCC applies to the affected collateral). In addition, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exercise the voting rights with respect thereto, collect and receive all cash dividends and other applicable law. distributions made thereon, sell in one or more sales after ten (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (510) days' prior written ’ notice of the time and place of any public sale or of the Personal Property time after which a private sale is to take place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or other intended disposition thereof advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at the Administrative Agent’s offices or elsewhere to be made. Such named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be mailed the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to Mortgagor the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of the Administrative Agent. (b) If, at the address set forth original time or times appointed for the sale of the whole or any part of the Pledged Collateral, the highest bid, if there be but one sale, shall be inadequate to discharge in Section 5.5full all the Secured Obligations, or if the Pledged Collateral be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Administrative Agent, in its discretion, the unlikelihood of the proceeds of the sales of the whole of the Pledged Collateral being sufficient to discharge all the Secured Obligations, the Administrative Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, that any sale or sales made after such postponement shall be after ten (10) days’ notice from the Administrative Agent to any such Pledgor. (c) Subject If, at any time that the Administrative Agent shall determine to exercise its rights to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (the “Act”), the Administrative Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem necessary or advisable, but subject to the terms other requirements of Sections 1.14 this Section 9, and 8.5(b) shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the Loan Agreementforegoing, in any such event the Administrative Agent in its discretion (i) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (ii) may approach and negotiate with a single possible purchaser to effect such sale, (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or part thereof, and (iv) may place all or any part of the Pledged Collateral with an investment banking firm for private placement, which firm shall be entitled to purchase all or any part of the Pledged Collateral for its own account. If any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute), then the Administrative Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject to applicable requirements of law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale, (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about any Pledgor or any of its subsidiaries so sold and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Administrative Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the UCC and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. For the avoidance of doubt, nothing contained herein shall require any Pledgor to register any Pledged Collateral under the Act. (d) Each Pledgor acknowledges that, notwithstanding the legal availability of a private sale or a sale subject to the restrictions described above in paragraph (c), the Administrative Agent may, in its discretion, elect to register any or all the Pledged Collateral under the Act (or any applicable state securities law). Each Pledgor, however, recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Each Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the registrant to register such securities for public sale under the Act, or under applicable state securities laws, even if each Pledgor would agree to do so. (e) Any cash held by the Administrative Agent as Pledged Collateral and all cash proceeds received by the Administrative Agent in respect of any sale under Section 4.4(a) will of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter be applied as follows: (iafter payment of any amounts payable to the Administrative Agent pursuant to Section 14 hereof) To in whole or in part by the repayment Administrative Agent for the benefit of the reasonable costs Secured Parties in their individual and expenses various agency capacities and any other holder of takingany Secured Obligations against, holding and preparing for the sale and the selling all or any part of the Personal Property (including, without limitation, costs Secured Obligations in accordance with the terms hereof. Any surplus of litigation such cash or cash proceeds held by the Administrative Agent and attorneys' fees) and the discharge remaining after payment in full of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior Secured Obligations shall be paid over to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor Pledgors or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directsuch surplus. (df) Mortgagee has Each Pledgor agrees that following the right occurrence and during the continuation of an Event of Default it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to enforce prevent or delay the enforcement of this Pledge Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and each Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Each Pledgor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Pledge Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers, or remedies. No failure or delay on the part of the Administrative Agent to exercise any such right, power or remedy and no notice or demand which may be given to or made upon any Pledgor by the Administrative Agent with respect to any such remedies under this Section 4.4 successively shall operate as a waiver thereof, or concurrently; limit or impair the Administrative Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against any Pledgor in any respect. Each Pledgor waives all claims, damages and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking demands against the Administrative Agent arising out of the repossession, retention or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashPledged Collateral.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of Default, Mortgagee the Collateral Agent may, at its optionsubject to the provisions of the Senior Note Indenture (or of the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), this Security Agreement, the Collateral Agent's and the Trustees' compliance with any requirements of law (including, without limitations, the applicable Uniform Commercial Code and the Personal Property Security Act (Ontario)) applicable to the action to be taken, without notice to or demand upon the Company except as required by the Senior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), this Agreement or applicable law, do any one or more of the following: (i) Either personally, exercise any or all of the rights and remedies provided for by means of a court appointed receiver, take possession of all or any of the applicable Uniform Commercial Code and the Personal Property Security Act (Ontario), specifically including, without limitation, the right to recover the reasonable fees and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers expenses incurred by the Collateral Agent or the Trustees in the enforcement of Mortgagor this Security Agreement or in connection with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession Company's redemption of the Personal Property in the exercise Collateral, including reasonable fees, expenses and disbursements of any rights under this Mortgageattorneys, Mortgagor agrees to promptly turn over paralegals and deliver possession thereof to Mortgageeagents; (ii) Without notice at its option, transfer or register, and the Company shall register or cause to be registered upon request therefor by the Collateral Agent or demand upon Mortgagorthe Trustees, make such payments and do such acts as Mortgagee may deem necessary the Collateral or any part thereof on the books of the Restricted Subsidiaries to protect its security interest which an intercompany loan evidenced by an Intercompany Note has been made, the Issuers, or the Persons in whom Qualified Investments are made into the Personal Property (including, without limitation, paying, purchasing, contesting name of the Collateral Agent or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewiththe Collateral Agent's nominee(s); (iii) Require Mortgagor from time to time to assemble personally, or by agents or attorneys, immediately retake possession of the Personal PropertyCollateral, or any portion part thereof, at a place designated by Mortgagee and reasonably convenient to both partiesfrom the Company or any other Person who then has possession of any part thereof with or without notice or process of law, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to for that purpose may enter upon any or all of Mortgagorthe Company's premises where any of the Collateral is located and property to exercise Mortgagee's rights hereunderremove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Company; (iv) Realize upon sell, assign or otherwise liquidate, or direct the Personal Property Company to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof as herein provided or in any manner permitted by law thereof, and exercise any and all take possession of the other rights and remedies conferred upon Mortgagee by this Mortgage, by proceeds of any other Loan Document such sale or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Codeliquidation; (v) Sell require the Company to assemble the Collateral or cause any part thereof and make it available at one or more places as the Collateral Agent or the Trustees may designate and to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder deliver possession of the Mortgaged PropertyCollateral or any part thereof to the Collateral Agent or the Trustees; (vi) Selluse, lease in connection with any assembly, use or otherwise dispose disposition of the Personal Property at public saleCollateral, upon terms and in such manner as Mortgagee may determine. Mortgagee any intellectual property, intangibles or any Lender may be a purchaser at any sale; andother technical knowledge or process used or utilized from time to time by the Company; (vii) Exercise sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price or prices as the Collateral Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit; and the purchaser of any or all Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever; (viii) enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of a secured party the Collateral pursuant to the terms hereof shall not operate to release the Company until full and final payment of any deficiency has been made in cash; (ix) in connection with any public or private sale under the applicable Uniform Commercial Code or any other applicable law. (b) Unless Code, the Personal Property is perishable Security Act (Ontario) or threatens to decline speedily in value or is of a type customarily sold on a recognized marketother applicable legislation, Mortgagee the Collateral Agent shall give Mortgagor the Company at least five fifteen (515) daysBusiness Days' prior written notice of the time and place of any public sale of its Collateral or of the Personal Property time after which any private sale or other intended disposition thereof may be made, which shall be deemed to be madereasonable notice of such sale or other disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject given to the terms Company in accordance with the provisions of Sections 1.14 and 8.5(bSection 16(a) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made)hereof; (iix) To proceed by an action or actions at law or in equity to recover the payment Obligations or to foreclose this Security Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of all indebtedness a court or courts of competent jurisdiction; (xi) exercise any other rights and obligations owing to Mortgagee or Lenders under remedies provided by applicable law and the Notes and other Loan Senior Note Collateral Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iiixii) The surplusif the Collateral Agent recovers possession of all or any part of the Collateral pursuant to a writ of possession or other judicial process, if anywhether prejudgment or otherwise, will be paid to Mortgagor the Collateral Agent may thereafter retain, sell or to whomsoever may be lawfully entitled to receive otherwise dispose of such Collateral in accordance with this Security Agreement or the sameapplicable Uniform Commercial Code, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.Security Act (Ontario) or other applicable legislation and following such retention, sale or other

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in subsection 15(g) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrowers’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrowers’ premises without cost to Lender. At Lender’s request, each Borrower shall, at Borrowers’ expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence and during the continuance of an Event of Default described in Section 3.2subsection 15(g) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers' expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in subsection 15(g) or 15(h) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Loan Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers' expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under the Loan Documents, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed applied by Lender to Mortgagor at the address set forth payment of expenses in Section 5.5connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and any balance of such Proceeds may be applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time elect. (c) Subject Lender shall have no obligation to the terms marshal any Collateral or to seek recourse against or satisfaction of Sections 1.14 and 8.5(b) any of the Loan Agreement, the Liabilities from one source before seeking recourse against or satisfaction from another source. The net cash proceeds resulting from Lender's exercise of any sale under Section 4.4(a) will of the foregoing rights to liquidate all or substantially all of the Collateral, including any and all collections (after deducting all of Lender's expenses related thereto), shall be applied as follows: (i) To the repayment by Lender to such of the reasonable costs Liabilities and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplusLender shall elect in its sole and absolute discretion, if any, will be paid to Mortgagor whether due or to whomsoever may be lawfully entitled become due. Borrowers shall remain liable to receive the same, or as a court of competent jurisdiction may directLender for any deficiencies. (d) Mortgagee has To the right extent permitted by law and not otherwise prohibited by contracts with third parties, each Borrower hereby grants to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking Lender, for use by Lender solely in connection with the preservation or sale of any Collateral, a license or other right to use, without charge by any Obligor or Subsidiary thereof, all computer software, copyrights, labels, trade secrets, service marks, patents, advertising materials and other rights, assets and materials used by such Borrower and needed in connection with the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment preservation or sale of any deficiency has been made in cashsuch Collateral.

Remedies Upon an Event of Default. (a1) In addition to the remedies provided in Section 3.2herein, upon the occurrence and during the continuance of an Event of DefaultDefault hereunder, Mortgagee Beneficiary shall have all of the rights and remedies of a Secured Party under the Utah Uniform Commercial Code, and Beneficiary may, at its option, do any one or more of the following: (iA) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor Trustor and all others claiming under MortgagorTrustor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor Trustor with respect to the Personal Property or any part thereof. In the event Mortgagee demands Beneficiary demands, or attempts to take possession of the Personal Property in the exercise of any rights under this MortgageDeed of Trust, Mortgagor Trustor agrees to promptly turn over and deliver possession thereof to MortgageeBeneficiary; (iiB) Without notice to or demand upon MortgagorTrustor, make such payments and do such acts as Mortgagee Beneficiary may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbranceLien, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, reasonable litigation costs and reasonable attorneys' attorney’s fees) incurred in connection therewith; (iiiC) Require Mortgagor Trustor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee Beneficiary and reasonably convenient to both parties, and deliver promptly deliver such Personal Property to Mortgagee Beneficiary, or an agent or representative designated by MortgageeBeneficiary. Mortgagee Beneficiary, and its agents and representatives representatives, shall have the right to enter upon any or all of Mortgagor's premises and property Trustor’s Property to exercise Mortgagee's Beneficiary’s rights hereunder; (ivD) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee Beneficiary by this MortgageDeed of Trust, by any other Loan Document Document, or by law, either concurrently or in such order as Mortgagee Beneficiary may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (vE) Sell or cause to be sold in such order as Mortgagee Beneficiary may determine, as a whole or in such parcels as Mortgagee Beneficiary may determine, the Personal Property and the remainder of the Mortgaged Property; (viF) Sell, lease lease, or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee Beneficiary may determine. Mortgagee or any Lender Beneficiary may be a purchaser at any sale; and (viiG) Exercise any other remedies of a secured party under the Utah Uniform Commercial Code Code, the other Loan Documents or any other applicable lawGovernmental Requirement. (b2) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee Beneficiary shall give Mortgagor Trustor at least five ten (510) days' ’ prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor Trustor at the address set forth in Section 5.538. (c3) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the The proceeds of any sale under Section 4.4(a8(d) will shall be applied as follows: (iA) To the repayment of the reasonable costs and expenses of taking, holding holding, and preparing for the sale and the selling of the Personal Property (including, without limitation, reasonable costs of litigation and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrancesLiens, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances Liens subject to which such sale has shall have been made); (iiB) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Deed of Trust Obligations in the order set forth in the Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determinesAgreement; and (iiiC) The surplus, if any, will shall be paid to Mortgagor Trustor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d4) Mortgagee has Beneficiary shall have the right to enforce one or more remedies under this Section 4.4 hereunder, successively or concurrently; , and such action will shall not operate to estop or prevent Mortgagee Beneficiary from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions terms hereof will shall not operate to release Mortgagor Trustor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition all other rights legally available to Creditors, Creditors shall have the remedies provided following rights: a. Borrower hereby irrevocably appoints Creditors and any of Creditors’ designees (the “Attorney-in-Fact”) as Creditors’ attorney-in-fact, with full authority in Section 3.2the place and stead of Borrower and in the name of Borrower or otherwise, from time to time: (i) upon the occurrence and during the continuance of an Event of Default, Mortgagee mayor an event which, at its optionwith the giving of notice or lapse of time or both would become an Event of Default, do in the Attorney-in-Fact’s discretion, to take any one action and to execute any instrument which the Attorney-in-Fact may deem necessary or more advisable to accomplish the purposes of this Security Agreement, including without limitation (A) to obtain, adjust, receive, endorse or collect insurance required to be paid to Creditors, and (B) to file any claims or take any action or institute any proceedings which the following: (i) Either personally, Attorney-in-Fact may deem necessary or by means desirable for the collection of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements Collateral or otherwise to and exercise all enforce the rights and powers of Mortgagor Creditors with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over Collateral; and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagorexecute and deliver on behalf of Borrower, make without the signature of Borrower where permitted by applicable law, such payments financing statements and do such acts other documents as Mortgagee the Attorney-in-Fact may deem necessary to protect its security interest perfect or continue perfected the rights in the Personal Property (includingCollateral granted herein. In addition, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay Borrower will reimburse Creditors for all expenses (includingof perfecting or continuing perfection of the rights in the Collateral granted herein; b. If Borrower fails to perform any agreement contained herein, without limitationCreditors may perform, litigation costs or cause performance of, such agreement, and reasonable attorneys' fees) the expenses of Creditors incurred in connection therewiththerewith shall be payable by Borrower, together with interest, on demand; c. If any Event of Default shall have occurred and be continuing, Creditors 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 on default under the UCC (iiiwhether or not the UCC applies to the affected Collateral) Require Mortgagor from time and also may (i) require Borrower to, and Borrower hereby agrees that it will at its expense and upon request of Creditors forthwith, assemble all or part of the Collateral as directed by Creditors and make it available to time to assemble the Personal Property, or any portion thereof, Creditors at a place to be designated by Mortgagee and Creditors which is reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) upon reasonable advance written notice to exercise its rights under this Section 4.4 with respect Borrower, enter upon the property of Borrower to all or any portion take possession of and remove the Personal PropertyCollateral, and (iii) upon reasonable advance written notice to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determineBorrower, as a whole or in such parcels as Mortgagee may determinesell, the Personal Property and the remainder of the Mortgaged Property; (vi) Selltransfer, lease or otherwise dispose deal with the Collateral or any part thereof in its own name or that of Borrower, and may sell the Personal Property Collateral in one or more parcels at public or private sale, for cash, on credit or for future delivery, and at such price or prices and upon such other terms and in such manner as Mortgagee Creditors may determinedeem commercially reasonable. Mortgagee or any Lender may Borrower agrees that to the extent notice of sale shall be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable required by law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written days notice of the time and location at which such sale is to take place shall constitute reasonable notification. Creditors shall not be obligated to make any sale of Collateral after a notice of sale has been given. Creditors may adjourn any public or private sale from time to time by announcement at the time and place fixed thereof, and such sale may, without further notice, be made at the time and place to which it is so adjourned; d. To the extent not prohibited by the UCC, Borrower waives demand, presentment, notice of dishonor, protest, notice of acceptance of this Security Agreement, notice of Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any public description. Creditors shall have no duty as to the collection or protection of the Collateral beyond the safe custody thereof, nor as to the preservation of rights against prior parties. All rights and remedies of Creditors, whether evidenced hereby or by any other instrument or papers shall be cumulative and may be exercised singularly or concurrently; and e. All proceeds from the sale of Collateral and from the Personal Property or other intended disposition thereof use of Collateral pursuant to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. license granted under subsection (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will above shall be applied as follows: (i) To : first, to the payment of any and all fees, costs and expenses incurred by Creditors in connection with such sale, including but not limited to the reasonable expenses of advertising the Collateral to be sold, and the repayment of the reasonable costs and expenses of taking, holding and preparing all advances made by Creditors hereunder for the sale account of Borrower; and second, to the selling payment in full of the Personal Property (includingObligations, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior with any surplus to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the sameBorrower, or as a court of competent jurisdiction may shall direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. At any time when an Event of Default has occurred and is continuing: (a) In the Pledgee may exercise in respect of the Pledged Collateral, in addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease provided for herein or otherwise dispose of available to it, all the Personal Property at public sale, upon terms rights and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party on default under the Uniform Commercial Code UCC and the Pledgee may also, without notice except as specified below, sell the Pledged Collateral or any part thereof, in one or more parcels, at public or private sale, at any exchange, broker’s board or at any of the Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other applicable law. (b) Unless terms as the Personal Property Pledgee may deem commercially reasonable. In case any sale of all or any part of the Pledged Collateral is perishable made on credit or threatens for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the sale price is paid by the purchaser or purchasers thereof, but the Pledgee shall not incur any liability in case any such purchaser or purchasers shall fail to decline speedily take up and pay for the Pledged Collateral so sold and, in value or is case of a type customarily any such failure, such Pledged Collateral may be sold on a recognized market, Mortgagee shall again upon like notice. The Pledgee agrees to give Mortgagor at least five (5) days' prior 15 Business Days’ written notice to the Pledgor and the Facility Agent of the time and place of any public sale, or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made, and the Pledgor agrees that such notice shall constitute reasonable notification. Such The Pledgee shall not be obligated to make any sale of Pledged Collateral, regardless of whether notice of sale shall have been given. The Pledgee may be mailed adjourn any public or private sale from time to Mortgagor time by announcement at the address set forth in Section 5.5. (c) Subject 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. At any public sale made pursuant to this paragraph, the Pledgee may bid for or purchase the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the terms of Sections 1.14 and 8.5(b) of Pledgee pursuant to the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale Credit Agreement and the selling of the Personal Property (other Loan Documents, including, without limitation, costs of litigation and attorneys' fees) the Obligations, as a credit against the purchase price therefor; and the discharge Pledgee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor (provided, however, that nothing contained in this sentence shall limit the Pledgor’s right to bid for the Pledged Collateral in any public sale). As an alternative to exercising the power of sale herein conferred upon it, the Pledgee may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral pursuant to this Pledge Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver; (b) the Pledgee may hold the Ownership Interests and cause the same to be registered in the Books and Records in its name or in the name of its nominee, whereupon the Pledgee or such nominee shall enjoy all Impositionsthe rights and benefits attributable to the ownership thereof; (c) the Pledgee may vote all or any of the Ownership Interests, liens and encumbrancesact by consent in lieu of a meeting, and claims thereofgive all consents, if anywaivers and ratifications with respect thereto and otherwise act as though it were the outright owner thereof and the Pledgor hereby irrevocably constitutes and appoints the Pledgee (or its successor and assign) its proxy and attorney-in-fact, on with full power of substitution to do so; (d) all payments received and amounts held or realized by the Personal Property prior Pledgee pursuant to this Section, including any cash held by the Pledgee as Pledged Collateral and all cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon, all or 7 any part of the Pledged Collateral, shall be applied in accordance with the terms and provisions of Section 8 of the Security Agreement; and (e) to the security interest granted maximum extent permitted by applicable law, each and every right, power and remedy herein (except any Impositions specifically given to the Pledgee or liens otherwise in this Pledge Agreement shall be cumulative and encumbrances subject shall be in addition to which such sale has been made); (ii) To every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity, by statute or by the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts as applicable, and all other obligations that are secured by this Mortgageeach and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled deemed expedient by the Pledgee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to receive the same, or as be a court waiver of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one exercise at the same time or more remedies under this Section 4.4 successively thereafter any other right, power or concurrently; and remedy. No delay or omission by the Pledgee in the exercise of any right, remedy or power or in the pursuit of any remedy shall, to the extent permitted by applicable law, impair any such action will not operate right, power or remedy or be construed to estop or prevent Mortgagee from pursuing be a waiver of any further remedy that it may have. Any repossession or retaking or sale default on the part of the Personal Property pursuant Pledgor or to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cashbe an acquiescence therein.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence and during the continuance of an Event of Default described in Section 3.2paragraph 16(e) hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence and during the continuance of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and LaSalle may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, LaSalle may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and LaSalle shall have the right to decline speedily store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and Borrower agrees that LaSalle shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madecalendar days before such disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the Any proceeds of any sale under Section 4.4(a) will disposition by LaSalle of any of the Collateral may be applied as follows: (i) To by LaSalle to the repayment payment of expenses in connection with the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (Collateral including, without limitation, costs of litigation legal expenses and reasonable attorneys' feesfees (both in-house and outside counsel) and the discharge any balance of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To proceeds may be applied by LaSalle toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid LaSalle may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the Gaming Laws and Liquor Laws, whether or not all of the Obligations shall have become due and payable, in addition to its rights under the Indenture and any other Transaction Documents: the Trustee: (i) shall have all of the rights and remedies provided with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code and such additional rights and remedies to which a secured party is entitled under the laws in Section 3.2effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Collateral as if the Trustee were the sole and absolute owner thereof (and the Pledgor agrees to take all such action as may be appropriate to give effect to such right); (ii) may, in its discretion, in its name or in the name of the Pledgor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Pledged Collateral, but shall be under no obligation to do so; and (iii) may, upon ten (10) days' prior written notice to the Pledgor, sell, lease, assign or otherwise dispose of all or part of such Pledged Collateral, at such place or places as the Trustee deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Trustee, any Holder or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale (or, 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 the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which such private sale is to be made shall constitute reasonable notification; however, the Trustee shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Pledgor recognizes that by reason of certain prohibitions contained in the Securities Act of 1933 (as amended from time to time, the "Securities Act"), and applicable state securities laws, the Trustee may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Trustee than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Trustee shall have no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the Pledgor or the Issuer to register any such Pledged Collateral for public sale. 18.01 The Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default, Mortgagee mayif for any reason the Trustee desires and exercises its right to sell any of the Pledged Collateral pursuant to this Section 7, the Pledgor shall, at its optionany time and from time to time, do any one or more upon the written request of the followingTrustee: (ia) Either personallytake (or use its best efforts to cause to be taken) such action to prepare, distribute and/or file such documents, as are required or by means advisable in the opinion of counsel for the Trustee to register the Pledged Securities under the Securities Act to permit the public sale of such Pledged Collateral, including, but not limited to, a court appointed receiver, take possession of all or any public offering and sale of the Personal Property Pledged Securities pursuant to any applicable federal and exclude therefrom Mortgagor state securities laws and all others claiming under Mortgagorregulations, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and exercise all rights and powers of Mortgagor with respect cause the registration statement to the Personal Property or any part thereof. In the event Mortgagee demands or attempts remain effective for such period as prospectuses are required by law to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgageeremain effective; (iib) Without notice to indemnify, defend and hold harmless the Trustee and any financial advisor or demand upon Mortgagorunderwriter from and against any and all loss, make such payments liability, expenses, costs, fees and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property disbursements of counsel (including, without limitation, payingthe cost to the Trustee of legal counsel), purchasingand any and all claims (including the costs of investigation) which they may incur insofar as such loss, contesting liability, expense or compromising claim arises out of or is based upon any lien or encumbrance, whether superior or inferior to such security interest) and alleged untrue statement of a material fact contained in exercising any such powers or authority to pay all expenses prospectus (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee amendment or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (ivsupplement thereto) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any respect thereof not misleading, except insofar as the same may have been caused by law and exercise any and all untrue statement or omission based upon information furnished in writing to the Pledgor or the issuer of such Pledged Securities by the Trustee or the underwriter expressly for use therein; and (c) the Pledgor further agrees to use its best efforts to qualify, file or register, or cause the issuer of any Pledged Securities to qualify, file or register, any of the other rights Pledged Securities under applicable state securities laws and remedies conferred upon Mortgagee by this Mortgageregulations as the Trustee may specify and to keep effective, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold kept effective, all such qualifications, filings or registrations. The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the foregoing provisions and that such failure would not be adequately compensable in such order as Mortgagee may determinedamages, as a whole or in such parcels as Mortgagee may determine, and therefore agrees that its agreements with respect to the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender foregoing may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawspecifically enforced. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence and during the continuance of an Event of Default described in Subsection 15(g) hereof, all of the Obligations shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence of any other Default or Event of Default, Mortgagee all Obligations may, at its optionthe option of Lender, do and without demand, notice or legal process of any one or more of the following:kind, be declared, and immediately shall become, due and payable. (ib) Either personally, or by means Upon the occurrence and during the continuance of a court appointed receiverDefault or an Event of Default, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found and, may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Obligations under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Obligations and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Obligations, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, Agent shall have all of the rights, powers, privileges, options and remedies of a secured party under the UCC as in effect in the State of New York, and without limiting the foregoing, may (a) collect any and all amounts payable in respect of the Pledged Collateral and exercise any and all rights, powers, privileges, options and remedies of the holder and owner thereof, and (b) sell, assign, transfer and/or negotiate or otherwise dispose of the Pledged Collateral, or any part thereof, at public or private sale, for cash, upon credit or for future delivery as Agent shall deem appropriate, including without limitation, the purchase of all or any part of the Pledged Collateral at any public or private sale by Agent. Upon consummation of any sale, Agent shall have the right to assign, transfer and deliver to the Lender or Lenders thereof the Pledged Collateral so sold. Each such Lender at any such sale shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereinafter enacted. Pledgor hereby expressly waives notice to redeem and notice of the time, place and manner of such sale. Pledgor recognizes that Agent may be unable to effect a public sale of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by Governmental Authorities, and that as a consequence of such prohibitions and restrictions Agent may be compelled (i) to resort to one or more private sales to a restricted group of Lenders who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof, (ii) to seek regulatory approval of any proposed sale or sales, or (iii) to limit the amount of Pledged Collateral sold to any Person or group. Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to Pledgor than if such Pledged Collateral was sold either at public sales or at private sales not subject to other regulatory restrictions, and that Agent has no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of any Pledged Collateral to register or otherwise qualify the Pledged Collateral, even if such issuer would agree to register or otherwise qualify such Pledged Collateral for public sale under the Securities Act or applicable state law. Pledgor further agrees, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Pledged Collateral shall be deemed to be dispositions in a commercially reasonable manner. Pledgor hereby acknowledges that a ready market may not exist for the Pledged Collateral if they are not traded on a national securities exchange or quoted on an automated quotation system and agrees and acknowledges that in such event the Pledged Collateral may be sold for an amount less than a pro rata share of the fair market value of the issuer’s assets minus its liabilities. In addition to the remedies provided in Section 3.2foregoing, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Secured Parties may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights be available under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable law. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, at law (including without limitation the UCC as in such order as Mortgagee determines; and (iiieffect in any applicable jurisdiction) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directin equity. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in PARAGRAPH 16(e) hereof, all of the Liabilities shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the Liabilities may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and LaSalle may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, LaSalle may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and LaSalle shall have the right to decline speedily store the same at any of Borrower's premises without cost to LaSalle. At LaSalle's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to LaSalle, and Borrower agrees that LaSalle shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five ten (510) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be madecalendar days before such disposition. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the Any proceeds of any sale under Section 4.4(a) will disposition by LaSalle of any of the Collateral may be applied as follows: (i) To by LaSalle to the repayment payment of expenses in connection with the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (Collateral including, without limitationlimitatin, costs of litigation legal expenses and reasonable attorneys' feesfees (both in-house and outside counsel) and the discharge any balance of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To proceeds may be applied by LaSalle toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid LaSalle may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, Mortgagee the Trustee may, at its optionand, do the Trustee, if directed in writing by the Required Noteholders, shall, exercise any one or more of the following: (i) Either personally, rights or by means of a court appointed receiver, take possession of all remedies granted to it under the Collateral Trust Agreement or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagorother Operative Documents, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements in addition to and exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawsuch parties set forth in this Agreement. (b) Unless If an Event of Default has occurred and is continuing, then the Personal Property is perishable Trustee and the Required Noteholders may, and the Trustee, if directed in writing by the Required Noteholders, shall, take all steps necessary or threatens advisable to decline speedily protect and enforce its rights hereunder, whether by action, suit or proceeding at law or in value equity, for the specific performance of any covenant, condition or is of a type customarily sold on a recognized marketagreement contained herein, Mortgagee shall give Mortgagor at least five (5) days' prior written notice or in aid of the time and place execution of any public sale power herein granted, or for the enforcement of the Personal Property any other appropriate legal or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5equitable remedy or otherwise as such party shall deem necessary or advisable. (c) Subject If any Obligor shall fail to make any payment or perform any act required to be made or performed under any Operative Document, the Trustee and the Required Noteholders, without waiving any default or releasing any Obligor from any obligation, may (but shall be under no obligation to unless directed in writing by the Required Noteholders) make such payment and perform such act for the account and at the expense of such Obligor, and may enter upon any of the Properties for such purpose and take all such action thereon as, at the Trustee's or the Required Noteholders' sole discretion, may be necessary or appropriate therefor. All sums so paid by the Trustee and the Required Noteholders and all costs and expenses (including reasonable attorneys' fees and expenses so incurred, together with interest thereon to the terms of extent permitted by law) shall be paid by the applicable Obligor to the Trustee and the Required Noteholders on demand. Notwithstanding Sections 1.14 and 8.5(b) of the Loan Agreement10.2 through 10.4, the proceeds of any sale under Section 4.4(a) will be applied as follows: unless (i) To the repayment Trustee or the Required Noteholders shall have notified the Borrower in writing within 30 days after the occurrence of any Tier 1 Amortization Default and, within six months after such Tier 1 Amortization Default, commenced the reasonable costs exercise of their rights and expenses remedies in respect of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrancessuch 45 Default, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To no other Default or Event of Default shall have occurred and be continuing at the payment end of all indebtedness and obligations owing to Mortgagee or Lenders under such six-month period, then such Tier 1 Amortization Default shall be deemed waived upon the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in expiration of such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may havesix month period. Any repossession or retaking or sale such deemed waiver shall not affect the rights and remedies of the Personal Property pursuant Noteholders or the Trustee with respect to the provisions hereof will not operate to release Mortgagor until full payment any other Default or Event of Default, including any deficiency has been made in cashother Tier 1 Amortization Default.

Remedies Upon an Event of Default. (a) In addition to the remedies provided in Section 3.2, upon Upon the occurrence of an Event of Default described in paragraph 7(e) hereof, all of the Obligations shall immediately and during automatically become due and payable, without notice of any kind. Upon the continuance occurrence of any other Event of Default, all of the obligations may, at the option of LaSalle, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default, Mortgagee LaSalle may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the other Agreements and all of LaSalle's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, LaSalle may, at its optionwithout notice, do demand or legal process of any one or more of the following: (i) Either personally, or by means of a court appointed receiverkind, take possession of any or all or of the Collateral (in addition to collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Debtor's premises where any of the Personal Property and exclude therefrom Mortgagor and all others claiming under MortgagorCollateral may be, and thereafter holdsearch for, storetake possession of, useremove, operatekeep and store any of the Collateral until the same shall be sold or otherwise disposed of, manageand LaSalle shall have the right to store the same at any of Debtor's premises without cost to LaSalle. At LaSalle's request, maintain Debtor shall, at Debtor's expense, assemble the Collateral and controlmake it available to LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle and Debtor. Debtor recognizes that if Debtor fails to perform, make repairsobserve or discharge any of its obligations under this Agreement or the Other Agreements, replacementsno remedy at law will provide adequate relief to LaSalle, alterations, additions and improvements Debtor agrees that LaSalle shall be entitled to temporary and exercise all rights permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and powers properly given if given at least ten (10) calendar days before such disposition. Any proceeds of Mortgagor with respect any disposition by LaSalle of any of the Collateral may be applied by LaSalle to the Personal Property or any part thereof. In payment of expenses in connection with the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (Collateral including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all legal expenses (including, without limitation, litigation costs and reasonable attorneys' feesfees (both in-house and outside counsel) incurred and any balance of such proceeds may be applied by LaSalle toward the payment of such of the Obligations, and in connection therewith; (iii) Require Mortgagor such order of application, as LaSalle may from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party under the Uniform Commercial Code or any other applicable lawelect. (b) Unless the Personal Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Mortgagee shall give Mortgagor at least five (5) days' prior written notice of the time and place of any public sale of the Personal Property or other intended disposition thereof to be made. Such notice may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject to the terms of Sections 1.14 and 8.5(b) of the Loan Agreement, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation and attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which such sale has been made); (ii) To the payment of all indebtedness and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order as Mortgagee determines; and (iii) The surplus, if any, will be paid to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (aUpon the occurrence and during the continuance of an Event of Default described in subsection 15(g) In addition to hereof, all of the remedies provided in Section 3.2Liabilities shall immediately and automatically become due and payable, upon without notice of any kind. Upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or threatens otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at such Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and Borrowers, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrowers are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.

Remedies Upon an Event of Default. (a) In addition to Upon the remedies provided occurrence of an Event of Default described in Section 3.2subsection 0 hereof, upon all of the Liabilities shall immediately and automatically become due and payable, without notice of any kind. Upon the occurrence and during the continuance of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at its option, do any one or more of the following: (i) Either personally, or by means of a court appointed receiver, take possession of all or any of the Personal Property and exclude therefrom Mortgagor and all others claiming under Mortgagor, and thereafter hold, store, use, operate, manage, maintain and control, make repairs, replacements, alterations, additions and improvements to and Lender may exercise all rights and powers of Mortgagor with respect to the Personal Property or any part thereof. In the event Mortgagee demands or attempts to take possession of the Personal Property in the exercise of any rights under this Mortgage, Mortgagor agrees to promptly turn over and deliver possession thereof to Mortgagee; (ii) Without notice to or demand upon Mortgagor, make such payments and do such acts as Mortgagee may deem necessary to protect its security interest in the Personal Property (including, without limitation, paying, purchasing, contesting or compromising any lien or encumbrance, whether superior or inferior to such security interest) and in exercising any such powers or authority to pay all expenses (including, without limitation, litigation costs and reasonable attorneys' fees) incurred in connection therewith; (iii) Require Mortgagor from time to time to assemble the Personal Property, or any portion thereof, at a place designated by Mortgagee and reasonably convenient to both parties, and promptly deliver such Personal Property to Mortgagee or an agent or representative designated by Mortgagee. Mortgagee and its agents and representatives have the right to enter upon any or all of Mortgagor's premises and property to exercise Mortgagee's rights hereunder; (iv) Realize upon the Personal Property or any part thereof as herein provided or in any manner permitted by law and exercise any and all of the other rights and remedies conferred upon Mortgagee by this Mortgage, by any other Loan Document or by law, either concurrently or in such order as Mortgagee may determine. Without limiting the generality of the foregoing, Mortgagee may proceed, in any sequence, (i) available to exercise its rights under Section 3.2 and Section 3.3 with respect to all or any portion of the Mortgaged Property and all or any portion of the Personal Property, (ii) to exercise its rights under this Section 4.4 with respect to all or any portion of the Personal Property, and (iii) to exercise its rights under the provisions of Section 12A:9-604 of the Uniform Commercial Code; (v) Sell or cause to be sold in such order as Mortgagee may determine, as a whole or in such parcels as Mortgagee may determine, the Personal Property and the remainder of the Mortgaged Property; (vi) Sell, lease or otherwise dispose of the Personal Property at public sale, upon terms and in such manner as Mortgagee may determine. Mortgagee or any Lender may be a purchaser at any sale; and (vii) Exercise any remedies of a secured party it under the Uniform Commercial Code or and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. . In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (b) Unless in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the Personal Property is perishable same wherever it may be found, and may enter onto any of Borrower’s or threatens its Subsidiaries’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to decline speedily store the same at any of any such Person’s premises without cost to Lender. At Lender’s request, each Obligor shall, at such Obligor’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and such Obligor. Each Obligor recognizes that if such Obligor fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in value or is any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a type customarily sold on a recognized market, Mortgagee shall give Mortgagor reasonable authenticated notification of disposition if given at least five ten (510) days' days prior written to such disposition and such notice shall (i) describe Lender and the applicable Obligor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that such Obligor is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale of the Personal Property or other intended disposition thereof is to be made. Such notice Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be mailed to Mortgagor at the address set forth in Section 5.5. (c) Subject applied by Lender to the terms payment of Sections 1.14 and 8.5(b) of expenses in connection with the Loan AgreementCollateral, the proceeds of any sale under Section 4.4(a) will be applied as follows: (i) To the repayment of the reasonable costs and expenses of taking, holding and preparing for the sale and the selling of the Personal Property (including, without limitation, costs of litigation legal expenses and reasonable attorneys' ’ fees) and the discharge of all Impositions, liens and encumbrances, and claims thereof, if any, on the Personal Property prior to the security interest granted herein (except any Impositions or liens and encumbrances subject to which balance of such sale has been made); (ii) To Proceeds may be applied by Lender toward the payment of all indebtedness such of the Liabilities, and obligations owing to Mortgagee or Lenders under the Notes and other Loan Documents, all Swap Contracts and all other obligations that are secured by this Mortgage, in such order of application, as Mortgagee determines; and (iii) The surplus, if any, will be paid Lender may from time to Mortgagor or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may directtime elect. (d) Mortgagee has the right to enforce one or more remedies under this Section 4.4 successively or concurrently; and such action will not operate to estop or prevent Mortgagee from pursuing any further remedy that it may have. Any repossession or retaking or sale of the Personal Property pursuant to the provisions hereof will not operate to release Mortgagor until full payment of any deficiency has been made in cash.