Common use of Right of Foreclosure Clause in Contracts

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary shall have the right, in its sole discretion, to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust with respect to all or any portion of the Trust Property, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary may make such sale at the time and place to which the same shall be so adjourned. With respect to all components of the Trust Property, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. (b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of Trust.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary shall have the right, in its sole discretion, to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust with respect to all or any portion of the Trust Property, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary may make such sale at the time and place to which the same shall be so adjourned. With respect to all components of the Trust Property, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. (b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's ’s option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of Amended and Restated Deed of Trust — ______ County, NC any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of TrustTrust and the other Secured Debt Agreements.

Right of Foreclosure. (a) Beneficiary shall have the following powers concerning enforcement of this Deed of Trust: 16.2.1 Time is of the essence of this Deed of Trust. Upon the occurrence of a Noticed an Event of Default, the Beneficiary shall have the rightmay, at its option and in its sole and absolute discretion, deliver to instruct Trustee written declaration of default and demand for sale and of written Notice of Breach and Election to Sell to cause the Property to be sold to satisfy Trustor's obligations, which Notice Trustee shall cause to proceed be filed for record. Beneficiary also may deposit with Trustee the Loan Agreement and any other documents evidencing the Secured Obligations. 16.2.2 After the lapse of such time as may then be required by law following the recordation of the Notice of Breach and Election to Sell, the notice of sale having been given as then required by law, Trustee without demand on Trustor, shall sell the Property at law the time and place fixed by it in the notice, either as a whole or in equity separate parcels, and in such order as it may determine, at public auction to foreclose this Deed the highest bidder, for cash in lawful money of Trust with respect to the United States payable at the time of sale. Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of the Trust PropertyProperty until it shall be completed and, in accordance with the applicable laws every case, notice of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items postponement shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary may, to the extent permitted given by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by public announcement at the time and place last appointed for the sale and from time to time Trustee may postpone such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary may make such sale public announcement at the time fixed by the preceding postponement. Trustee shall execute and place deliver to which the same purchaser its deed conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in Trustee's deed of any matters or facts shall be so adjournedconclusive proof of their truthfulness. With respect to Any person, including Beneficiary, may bid at the sale. After deducting all components costs, fees and expenses of Trustee, including the Trust Property, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact cost of the Trustor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries any evidence of the Trust Property title procured in connection with any foreclosure such sale, Trustee shall apply the proceeds of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. (b) Any foreclosure of this Deed of Trust and any other transfer payment of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants sums expended under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of Trust, not then repaid, with accrued interest at the Interest Rate, and to all other Secured Obligations, and the remainder, if any, shall be paid to the persons legally entitled to the remainder. 16.2.3 If an Event of Default occurs, Beneficiary may, either with or without entry or taking possession or otherwise, and without regard to whether or not the Secured Obligations shall be due and without prejudice to the right of Beneficiary later to bring an action or proceeding to foreclose or any other action for any default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding to enforce payment and performance of any or all of the Secured Obligations or the performance of the terms of the Loan Documents or any other right; to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages on real property and to sell, as an entirety or in separate lots or parcels, the Property pursuant to the laws of the State of Nevada or under the judgment or decree of a court or courts of competent jurisdiction and Beneficiary shall be entitled to recover in any such proceeding all incidental costs and expenses, including reasonable attorneys' fees and costs (including, expressly, costs incurred for services of paralegals and for computer-assisted legal research) in such amount as shall be awarded by the court; and to pursue any other remedy available to it at law or in equity.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary shall have the right, in its sole discretion, to declare all sums secured hereby immediately due and payable as provided in the Credit Agreement and to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust with respect to all or any portion of the Trust Property, in accordance with the applicable laws Property by poser of jurisdiction in which the Trust Property is locatedsale upon such notice and according to such procedures as may be required by law. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion discretion, to the extent permitted by law, instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary maymay to the extent permitted by law, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary may make such sale at the time and place to which the same shall be so adjourned. With respect to all components of the Trust Property, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. Trustor expressly waives the statutory right of redemption under TCA Section 66-8-101. Any sale shall be held at any such location in the county in which the Trust Property is located as the foreclosure notice may specify. The Trustee may retain a professional auctioneer to preside over the bidding and the customary charge for the auctioneer’s services shall be paid from sale proceeds as an expense of sale. (b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, to the extent permitted by law, at the Beneficiary's ’s option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of TrustTrust and the other Secured Debt Agreements.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary Grantee may sell and dispose of the Property at public auction, at the usual place for conducting sales at the courthouse in the county where the Property or any part thereof may be located, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff's advertisements are published in said county, all other notice being hereby waived by the Grantor; and the Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Property in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall have be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and, following the occurrence and during the continuance of an Event of Default the Grantor hereby constitutes and appoints the Grantee or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and the Grantor agrees that such recitals shall be binding and conclusive upon the Grantor and that the conveyance to be made by the Grantee, or its assigns (and in the event of deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of the Grantor, or its successors in its sole discretioninterest, in and to instruct said Property; and the Trustee Grantor agrees that in case of a sale, as herein provided, the Grantor or any person in possession under the Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to proceed the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency, death or otherwise, and are in addition to any and all other remedies which the Grantee may have at law or in equity to foreclose this Deed of Trust with respect to all or any equity. Any portion of the Trust Property, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect sold pursuant to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary Secure Debt may, to the extent permitted by applicable law, instruct be sold in one parcel as an entirety, or in such parcels and in such manner or order as the Trustee Grantee in its sole discretion, may elect, to adjourn from time to time the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the Obligations are paid in full in cash or the Property is sold. At any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of lawsale, the Beneficiary Grantee, its agents, representatives, successors, or assigns may make such sale at the time bid for and place to which the same shall be so adjourned. With respect to all components of the Trust Propertyacquire, as purchaser, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor Property or any part thereof. (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. b) To the fullest extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. (b) Any foreclosure of this Deed of Trust to Secure Debt and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the BeneficiaryGrantee's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust to Secure Debt may be enforced only by the action of the Beneficiary Grantee acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Existing Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary Grantee to commence and continue enforcement of the Liens security interest created hereunder, which the Beneficiary Grantee shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary Grantee shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust to Secure Debt 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 Beneficiary Grantee for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of Trustto Secure Debt.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary Mortgagee shall have the right, in its sole discretion, to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust Mortgage with respect to all or any portion of the Trust PropertyProperty by judicial sale under the judgment of a Court of competent jurisdiction, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary Mortgagee may, in its sole discretion instruct the Trustee todiscretion: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary Mortgagee deems in its best interest. Should the Beneficiary Mortgagee desire that more than one sale or Amended and Restated Mortgage — Cherokee County, SC other disposition of the Trust Property be conducted, the Beneficiary Mortgagee may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary Mortgagee may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust Mortgage on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary Mortgagee may elect to sell the Trust Property for cash or credit. The Beneficiary Mortgagee may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary Mortgagee may make such sale at the time and place to which the same shall be so adjourned. With respect to all components of the Trust PropertyProperty and to the extent allowed by applicable law, the Beneficiary Mortgagee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor Mortgagor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of TrustMortgage, and for that purpose the Beneficiary Mortgagee may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor Mortgagor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the TrustorMortgagor, if so requested by the BeneficiaryMortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the BeneficiaryMortgagee, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the TrustorMortgagor. Upon any sale made under or by virtue of this Article IV, the Beneficiary Mortgagee may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary Mortgagee is authorized to deduct by law or under this Deed of TrustMortgage. (b) Any foreclosure of this Deed of Trust Mortgage and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's Mortgagee’s option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor Mortgagor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor Mortgagor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without Amended and Restated Mortgage — Cherokee County, SC process of law, and all damages to the Trustor Mortgagor by reason thereof are hereby expressly waived by the TrustorMortgagor. (d) It is agreed and understood that (x) this Deed of Trust Mortgage may be enforced only by the action of the Beneficiary Mortgagee acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary Mortgagee to commence and continue enforcement of the Liens created hereunder, which the Beneficiary Mortgagee shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary Mortgagee shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust Mortgage 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 Beneficiary Mortgagee for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of TrustMortgage and the other Secured Debt Agreements.

Right of Foreclosure. (a) Beneficiary shall have the following powers concerning enforcement of this Deed of Trust: 17.2.1 Time is of the essence of this Deed of Trust. Upon the occurrence of a Noticed an Event of DefaultDefault by Trustor all secured sums shall immediately become due. In the Event of Default by Trustor, the Beneficiary shall have the rightmay, at its option and in its sole and absolute discretion, deliver to instruct the Trustee written declaration of default and demand for sale and of written notice of breach and election to proceed sell to cause the Property to be sold to satisfy Trustor's obligations, which Notice the Trustee shall cause to be filed for record. Beneficiary also may deposit with the Trustee the Note and all documents evidencing the secured expenditures. 17.2.2 After the lapse of such time as may then be required by law following the recordation of the notice of breach and election to sell, the notice of sale having been given as then required by law, the Trustee without demand on Trustor, shall sell the Property at law the time and place fixed by it in the notice, either as a whole or in equity separate parcels, and in such order as it may determine, at public auction to foreclose this Deed the highest bidder, for cash in lawful money of Trust with respect to the United States payable at the time of sale. The Trustee may, for any cause it deems expedient, postpone the sale of all or any portion of the Trust PropertyProperty until it shall be completed and, in accordance with the applicable laws every case, notice of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items postponement shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary may, to the extent permitted given by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by public announcement at the time and place last appointed for the sale and from time to time the Trustee may postpone such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary may make such sale public announcement at the time fixed by the preceding postponement. The Trustee shall execute and place deliver to which the same purchaser its deed conveying said property so sold, but without any covenant or warranty, express or implied. The recitals in the Trustee's deed of any matters or facts shall be so adjournedconclusive proof of their truthfulness. With respect to Any person, including Beneficiary, may bid at the sale. After deducting all components costs, fees and expenses of the Trust Property, the Beneficiary is hereby irrevocably appointed the true Trustee and lawful attorney-in-fact of the Trustor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and including the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed evidence of Trust. (b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant title procured in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance Trustee shall apply the proceeds of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages sale to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount payment of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing sums expended under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of Trust, not then repaid, with accrued interest at the Default Rate as defined in this Deed of Trust, all other secured sums, and the remainder, if any, to the persons legally entitled to the remainder. 17.2.3 If an Event of Default occurs, Beneficiary may, either with or without entry or taking possession or otherwise, and without regard to whether or not the indebtedness and other secured sums shall be due and without prejudice to the right of Beneficiary later to bring an action or proceeding to foreclose or any other action for any default existing at the time such earlier action was commenced, proceed by any appropriate action or proceeding to enforce payment of the amount owed under the Note or the performance of its terms or any other right; to foreclose this Deed of Trust in the manner provided by law for the foreclosure of mortgages on real property and to sell, as an entirety or in separate lots or parcels, the Property pursuant to the laws of the State of Nevada or under the judgment or decree of a court or courts of competent jurisdiction and Beneficiary shall be entitled to recover in any such proceeding all incidental costs and expenses, including reasonable attorneys' fees and costs (including, expressly, costs incurred for services of paralegals and for computer-assisted legal research) in such amount as shall be awarded by the court; and to pursue any other remedy available to it at law or in equity.

Right of Foreclosure. (a) Upon the occurrence and continuation of a Noticed an Event of Default, the Beneficiary Mortgagee shall have the right, in its sole discretion, to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust Mortgage with respect to all or any portion of the Trust Mortgaged Property, in accordance with the applicable laws either by judicial action or by power of jurisdiction in which the Trust Property is locatedsale. If the Trust Mortgaged Property consists of several lots, parcels or items of Trust Mortgaged Property, the Beneficiary Mortgagee may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interestMortgagee may elect. Should the Beneficiary Mortgagee desire that more than one sale or other disposition of the Trust Mortgaged Property be conducted, the Beneficiary Mortgagee may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary Mortgagee may deem to be in its best interestselect, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust Mortgage on any part of the Trust Mortgaged Property not sold until all Obligations have been fully paid in cash and performed. The Beneficiary Mortgagee may elect to sell the Trust Mortgaged Property for cash or credit. The Beneficiary Mortgagee may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided to the extent permitted by an applicable provision of law, the Beneficiary Mortgagee may make such sale at the time and place to which the same shall be so adjourned. With Following the occurrence and during the continuance of an Event of Default with respect to all components of the Trust Mortgaged Property, the Beneficiary Mortgagee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor Mortgagor (which appointment is irrevocable and coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of TrustMortgaged Property, and for that purpose the Beneficiary Mortgagee may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor Mortgagor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the TrustorMortgagor, if so requested by the BeneficiaryMortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the BeneficiaryMortgagee, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV V shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the TrustorMortgagor. Upon any sale made under or by virtue of this Article IVV, the Beneficiary Mortgagee may, to the extent permitted by law, bid for and acquire the Trust Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales sale price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary Mortgagee is authorized to deduct by law or under this Deed of TrustMortgage. (b) Any foreclosure of this Deed of Trust and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust may be enforced only by the action of the Beneficiary acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary to commence and continue enforcement of the Liens created hereunder, which the Beneficiary shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust 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 Beneficiary for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of Trust.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary Grantee may sell and dispose of the Property at public auction, at the usual place for conducting sales at the courthouse in the county where the Property or any part thereof may be located, to the highest bidder for cash, first advertising the time, terms and place of such sale by publishing a notice thereof once a week for four consecutive weeks immediately preceding the date of sale (without regard to the actual number of days) in a newspaper in which sheriff’s advertisements are published in said county, all other notice being hereby waived by the Grantor; and the Grantee may thereupon execute and deliver to the purchaser at said sale a sufficient conveyance of the Property in fee simple, which conveyance may contain recitals as to the happening of the default upon which the execution of the power of sale, herein granted, depends, and said recitals shall have be presumptive evidence that all preliminary acts prerequisite to said sale and deed were in all things duly complied with; and, following the occurrence and during the continuance of an Event of Default the Grantor hereby constitutes and appoints the Grantee or its assigns agent and attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such attorney-in-fact are hereby ratified, and the Grantor agrees that such recitals shall be binding and conclusive upon the Grantor and that the conveyance to be made by the Grantee, or its assigns (and in the event of deed in lieu of foreclosure, then as to such conveyance) shall be effectual to bar all right, title and interest, equity of redemption, including all statutory redemption, homestead, dower, curtesy and all other exemptions of the Grantor, or its successors Amended and Restated Deed to Secure Debt — Bxxx County, GA in its sole discretioninterest, in and to instruct said Property; and the Trustee Grantor agrees that in case of a sale, as herein provided, the Grantor or any person in possession under the Grantor shall then become and be tenants holding over, and shall forthwith deliver possession to proceed the purchaser at such sale, or be summarily dispossessed in accordance with the provisions of law applicable to tenants holding over; the power and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency, death or otherwise, and are in addition to any and all other remedies which the Grantee may have at law or in equity to foreclose this Deed of Trust with respect to all or any equity. Any portion of the Trust Property, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary may, in its sole discretion instruct the Trustee to: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect sold pursuant to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary deems in its best interest. Should the Beneficiary desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary may elect to sell the Trust Property for cash or credit. The Beneficiary Secure Debt may, to the extent permitted by applicable law, instruct be sold in one parcel as an entirety, or in such parcels and in such manner or order as the Trustee Grantee in its sole discretion, may elect, to adjourn from time to time the maximum extent permitted by the laws of the State of Georgia. One or more exercises of the powers herein granted shall not extinguish or exhaust the power unless the Obligations are paid in full in cash or the Property is sold. At any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of lawsale, the Beneficiary Grantee, its agents, representatives, successors, or assigns may make such sale at the time bid for and place to which the same shall be so adjourned. With respect to all components of the Trust Propertyacquire, as purchaser, the Beneficiary is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor Property or any part thereof. (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of Trust, and for that purpose the Beneficiary may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the Trustor, if so requested by the Beneficiary, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Beneficiary, for such purpose, and as may be designated in such request. b) To the fullest extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the Trustor. Upon any sale made under or by virtue of this Article IV, the Beneficiary may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct by law or under this Deed of Trust. (b) Any foreclosure of this Deed of Trust To Secure Debt and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the Beneficiary's Grantee’s option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor by reason thereof are hereby expressly waived by the Trustor. (d) It is agreed and understood that (x) this Deed of Trust To Secure Debt may be enforced only by the action of the Beneficiary Grantee acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of Existing Senior Notes, New Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary Grantee to commence and continue enforcement of the Liens security interest created hereunder, which the Beneficiary Grantee shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary Grantee shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust To Secure Debt 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 Beneficiary Grantee for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of TrustTo Secure Debt and the other Secured Debt Agreements.

Right of Foreclosure. (a) Upon the occurrence of a Noticed Event of Default, the Beneficiary Mortgagee shall have the right, in its sole discretion, to instruct the Trustee to proceed at law or in equity to foreclose this Deed of Trust Mortgage with respect to all or any portion of the Trust PropertyProperty by judicial sale under the judgment of a Court of competent jurisdiction, in accordance with the applicable laws of jurisdiction in which the Trust Property is located. If the Trust Property consists of several lots, parcels or items of Trust Property, the Beneficiary Mortgagee may, in its sole discretion instruct the Trustee todiscretion: (i) designate the order in which such lots, parcels or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales, or in any other manner the Beneficiary Mortgagee deems in its best interest. Should the Beneficiary Mortgagee desire that more than one sale or other disposition of the Trust Property be conducted, the Beneficiary Mortgagee may, at its option, instruct the Trustee to cause the same to be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as the Beneficiary Mortgagee may deem to be in its best interests, and no such sale shall terminate or otherwise affect the lien of this Deed of Trust Mortgage on any part of the Trust Property not sold until all Obligations have been fully paid and performed. The Beneficiary Mortgagee may elect to sell the Trust Property for cash or credit. The Beneficiary Mortgagee may, to the extent permitted by law, instruct the Trustee to adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by an applicable provision of law, the Beneficiary Mortgagee may make such sale at the time and place to which the same shall be so adjourned. With respect to all components of the Trust PropertyProperty and to the extent allowable by applicable law, the Beneficiary Mortgagee is hereby irrevocably appointed the true and lawful attorney-in-fact of the Trustor Mortgagor (coupled with an interest), in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Trust Property in connection with any foreclosure of this Deed of TrustMortgage, and for that purpose the Beneficiary Mortgagee may execute all necessary instruments of conveyance, assignment, transfer and delivery, and may substitute one or more persons with such power, the Trustor Mortgagor hereby ratifying and confirming all that its said attorney-in-fact or such substitute or substitutes shall lawfully do by virtue hereof. Notwithstanding the foregoing, the TrustorMortgagor, if so requested by the BeneficiaryMortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Beneficiary Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the BeneficiaryMortgagee, for such purpose, and as may be designated in such request. To the extent permitted by law, any such sale or sales made under or by virtue of this Article IV shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under the TrustorMortgagor. Upon any sale made under or by virtue of this Article IV, the Beneficiary Mortgagee may, to the extent permitted by law, bid for and acquire the Trust Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Obligations secured hereby the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary Mortgagee is authorized to deduct by law or under this Deed of TrustMortgage. (b) Any foreclosure of this Deed of Trust Mortgage and any other transfer of all or any part of the Trust Property in extinguishment of all or any part of the Obligations may, at the BeneficiaryMortgagee's option, be subject to any or all Leases of all or any part of the Trust Property and the rights of tenants under such Leases. No failure to make any such tenant a defendant in any foreclosure proceedings or to foreclose or otherwise terminate any such Lease and the rights of any such tenant in connection with any such foreclosure or transfer shall be, or be asserted to be, a defense or hindrance to any such foreclosure or transfer or to any proceedings seeking collection of all or any part of the Obligations (including, without limitation, any deficiency remaining unpaid after completion of any such foreclosure or transfer). (c) If the Trustor Mortgagor retains possession of the Trust Property or any part thereof subsequent to a sale, the Trustor Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if the Trustor Mortgagor remains in possession after demand to remove, be guilty of forcible detainer and will be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages to the Trustor Mortgagor by reason thereof are hereby expressly waived by the TrustorMortgagor. (d) It is agreed and understood that (x) this Deed of Trust Mortgage may be enforced only by the action of the Beneficiary Mortgagee acting upon the instructions of the Required Lenders or, if the CA Termination Date (as defined below) has occurred, the holders of a majority of the outstanding principal amount of all remaining Obligations, provided that if prior to the CA Termination Date a payment default with respect to at least $300,000,000 principal amount in the aggregate of New Existing Senior Notes and/or Refinancing Senior Notes has continued for at least 180 days (and such defaulted payment has not been received pursuant to a drawing under any letter of credit), the holders of a majority of the outstanding principal amount of the Indebtedness subject to such payment default or defaults can direct the Beneficiary Mortgagee to commence and continue enforcement of the Liens created hereunder, which the Beneficiary Mortgagee shall comply with subject to receiving any indemnity which it reasonably requests, provided further, that the Beneficiary Mortgagee shall thereafter comply only with the directions of the Required Lenders as to carrying out such enforcement so long as such directions are not adverse to the aforesaid directions of the holders of Indebtedness subject to such payment default or defaults, and (y) no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Deed of Trust Mortgage 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 Beneficiary Mortgagee for the benefit of the Secured Creditors as their interest may appear upon the terms of this Deed of TrustMortgage.