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

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement: ): (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, subject to the terms of any applicable Intercreditor Agreement, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, but only after the MortgageeAgent has exercised its right to declare the entire balance of the Obligations due and payable, the Agent, immediately and without additional notice and without liability therefor to the MortgagorGrantor, except for gross negligence, willful misconduct, bad faith misconduct or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter take physical possession of the Premises and take exclusive possession thereofPremises; (b) invoke any legal remedies exercise its right to dispossess collect the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consentRents and Profits; (c) holdenter into contracts for the completion, lease, develop, manage, operate or otherwise use repair and maintenance of the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereofImprovements thereon; (d) institute proceedings expend Loan funds and any rents, income and profits derived from the Premises for the complete foreclosure payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the MortgageImprovements, either by judicial action preservation of the lien of this Mortgage and satisfaction and fulfillment of any liabilities or by power obligations of sale, the Grantor arising out of or in which case any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may be sold for cash or credit in one or more parcelsaffect, the lien of this Mortgage; and (e) exercise all other rightsenter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, remedies and recourses granted under condition or agreement in the Notes, this Mortgage, the Credit Agreement or otherwise available at law the other Credit Documents, or in equity. At any foreclosure sale by virtue to aid the execution of any judicial proceedingspower herein granted; and (g) generally, power supervise, manage, and contract with reference to the Premises as if the Agent were equitable owner of sale, the Premises. Notwithstanding the occurrence of an Event of Default or any other legal right, remedy or recourseacceleration of the Loans, the title Agent shall continue to have the right to pay money, whether or not Loan funds, for the purposes described in Sections 2.2, 2.6 and right of possession of any such property shall pass to the purchaser thereof2.8 hereof, and to the fullest extent permitted by law, the Mortgagor all such sums and interest thereon shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagorsecured hereby. The Mortgagee or Grantor also agrees that any of the Secured Parties foregoing rights and remedies of the Agent may be a purchaser exercised at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion any time independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Agent may continue to Mortgagee against exercise any or all such rights and remedies until the indebtedness in lieu Event(s) of paying cash. In Default are cured with the event this Mortgage is foreclosed by judicial action, appraisement consent of the Agent or until foreclosure and the conveyance of the Premises is waived to the extent permitted by applicable law. With respect to any notices required high bidder or permitted under until the UCC to Credit Agreement is no longer in effect or the extent applicable, the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableObligations are otherwise satisfied or paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of the Credit Agreement, any applicable Intercreditor Agreement and any Other Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement: ): (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the The Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or also agrees that any of the Secured Parties foregoing rights and remedies of the Mortgagee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Mortgagee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Credit Agreement and any other Loan Document to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableMortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement Indenture, the other Note Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the ABL/Term Loan Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the MortgageeGrantee, immediately and without additional notice and without liability therefor to the MortgagorGrantor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any each applicable Intercreditor Agreement: (a) enter take physical possession of the Premises and take exclusive possession thereofPremises; (b) invoke any legal remedies exercise its right to dispossess collect the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consentRents and Profits; (c) holdenter into contracts for the completion, lease, develop, manage, operate or otherwise use repair and maintenance of the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereofImprovements thereon; (d) institute proceedings expend Loan funds and any rents, income and profits derived from the Premises for the complete foreclosure payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the MortgageImprovements, either by judicial action preservation of the lien of this Mortgage and satisfaction and fulfillment of any liabilities or by power obligations of sale, the Grantor arising out of or in which case any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may be sold for cash or credit in one or more parcelsaffect, the lien of this Mortgage; and (e) exercise all other rightsenter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, remedies and recourses granted under condition or agreement in this Mortgage, the Credit Agreement or otherwise available at law the other Loan Documents, or in equity. At any foreclosure sale by virtue to aid the execution of any judicial proceedingspower herein granted; and (g) generally, power of salesupervise, or any other legal rightmanage, remedy or recourse, the title to and right of possession of any such property shall pass contract with reference to the purchaser thereof, and to Premises as if the fullest extent permitted by law, Grantee were equitable owner of the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the MortgagorPremises. The Mortgagee or Grantor also agrees that any of the Secured Parties foregoing rights and remedies of the Grantee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Grantee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Credit Agreement, to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableGrantee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee was the equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the The Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or also agrees that any of the Secured Parties foregoing rights and remedies of the Mortgagee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Mortgagee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Credit Agreement and any other Loan Document to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableMortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of New York (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous __________ __ to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement: ): (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from EXHIBIT C to SECOND LIEN CREDIT AGREEMENT time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the The Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or also agrees that any of the Secured Parties foregoing rights and remedies of the Mortgagee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Mortgagee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Credit Agreement and any other Loan Document to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableMortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the MortgageeGrantee, immediately and without additional notice and without liability therefor to the MortgagorGrantor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any each applicable Intercreditor Agreement: (a) enter take physical possession of the Premises and take exclusive possession thereofPremises; (b) invoke any legal remedies exercise its right to dispossess collect the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consentRents and Profits; (c) holdenter into contracts for the completion, lease, develop, manage, operate or otherwise use repair and maintenance of the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereofImprovements thereon; (d) institute proceedings expend Notes proceeds and any rents, income and profits derived from the Premises for the complete foreclosure payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the MortgageImprovements, either by judicial action preservation of the lien of this Mortgage and satisfaction and fulfillment of any liabilities or by power obligations of sale, the Grantor arising out of or in which case any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may be sold for cash or credit in one or more parcelsaffect, the lien of this Mortgage; and (e) exercise all other rights, remedies and recourses granted under enter into leases demising the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, bycondition or agreement in the Notes, through this Mortgage, the Indenture or under the Mortgagorother Note Documents, or to aid the execution of any power herein granted; and (g) generally, supervise, manage, and contract with reference to the Premises as if the Grantee were equitable owner of the Premises. The Mortgagee or Grantor also agrees that any of the Secured Parties foregoing rights and remedies of the Grantee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Grantee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Notes, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Indenture, to the extent applicable, Trustee or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableGrantee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the MortgageeBeneficiary, immediately and without additional notice and without liability therefor to the MortgagorGrantor, except for its own gross negligence, negligence or willful misconduct, bad faith shall have the right (in addition to its rights under the other Project Documents and any other right or unlawful conductremedy of the Beneficiary), may but not the obligation, to do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreementfollowing: (a) enter take physical possession of the Premises and take exclusive possession thereofMortgaged Property; (b) invoke any legal remedies exercise its right to dispossess collect the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consentRents; (c) holdenter into contracts for the completion, lease, develop, manage, operate or otherwise use repair and maintenance of the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereofImprovements; (d) institute proceedings expend the Loan or other funds and any rents, income and profits derived from the Mortgaged Property for payment of any taxes, insurance premiums, assessments and charges for the complete foreclosure completion, repair and maintenance of the MortgageImprovements, either by judicial action the preservation of the lien of this Deed of Trust and the satisfaction and fulfillment of any liabilities or by power obligations of saleGrantor arising out of or in any way connected with the construction of the Improvements, whether or not such liabilities and obligations in which case any way affect, or may affect, the Premises may be sold for cash or credit in one or more parcelslien of this Deed of Trust; and (e) exercise all other rights, remedies and recourses granted under enter into leases demising the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold Mortgaged Property or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, bycondition or agreement in this Deed of Trust, through the Trust Indenture or under the Mortgagorother Project Documents or to aid the execution of any power herein granted; and (g) generally, supervise, manage and contract with reference to the Mortgaged Property as if the Beneficiary were the equitable owner of the Mortgaged Property. The Mortgagee Notwithstanding the occurrence of an Event of Default or acceleration of the Obligations, the Beneficiary shall continue to have the right, but not the obligation, to pay money, whether or not Loan funds, for the purposes described in Sections 2.2, 2.5 and 2.7 and in the maintenance or acquisition of required or desirable insurance coverage, and all such sums and interest thereon shall be added to the Obligations and shall be secured hereby. Grantor also agrees that any of the Secured Parties foregoing rights and remedies of the Beneficiary may be a purchaser exercised at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion any time independently of the purchase price that would be distributed exercise of any other such rights and remedies and the Beneficiary may continue to Mortgagee against exercise any or all such rights and remedies until the indebtedness in lieu Event(s) of paying cash. In Default of Grantor are cured with the event this Mortgage is foreclosed by judicial action, appraisement consent of the Premises is waived Beneficiary or until foreclosure and the conveyance of the Mortgaged Property to the extent permitted by applicable law. With respect to any notices required high bidder or permitted under until the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableObligations are otherwise satisfied or paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the Base Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has ------------------------------- occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of New York (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous ____________ to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the MortgageeGrantee, immediately and without additional notice and without liability therefor to the MortgagorGrantor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the Intercreditor Agreement: (a) enter take physical possession of the Premises and take exclusive possession thereofPremises; (b) invoke any legal remedies exercise its right to dispossess collect the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consentRents and Profits; (c) holdenter into contracts for the completion, lease, develop, manage, operate or otherwise use repair and maintenance of the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereofImprovements thereon; (d) institute proceedings expend Loan funds and any rents, income and profits derived from the Premises for the complete foreclosure payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the MortgageImprovements, either by judicial action preservation of the lien of this Mortgage and satisfaction and fulfillment of any liabilities or by power obligations of sale, the Grantor arising out of or in which case any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may be sold for cash or credit in one or more parcelsaffect, the lien of this Mortgage; and (e) exercise all other rightsenter into leases demising the Premises or any part thereof; (f) take such steps to protect and enforce the specific performance of any covenant, remedies and recourses granted under condition or agreement in this Mortgage, the Credit Agreement or otherwise available at law the other Loan Documents, or in equity. At any foreclosure sale by virtue to aid the execution of any judicial proceedingspower herein granted; and (g) generally, power of salesupervise, or any other legal rightmanage, remedy or recourse, the title to and right of possession of any such property shall pass contract with reference to the purchaser thereof, and to Premises as if the fullest extent permitted by law, Grantee were equitable owner of the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the MortgagorPremises. The Mortgagee or Grantor also agrees that any of the Secured Parties foregoing rights and remedies of the Grantee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Grantee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Credit Agreement, to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableGrantee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, negligence or willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as directed or as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as directed or as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan, funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Indenture or the other Note Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Note Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the The Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or also agrees that any of the Secured Parties foregoing rights and remedies of the Mortgagee may be a purchaser exercised at such sale and if Mortgagee is any time during the highest bidder, Mortgagee shall credit the portion continuance of an Event of Default independently of the purchase price that would be distributed exercise of any other such rights and remedies, and the Mortgagee may continue to Mortgagee against exercise any or all such rights and remedies until (i) the indebtedness in lieu Event of paying cash. In Default is cured, (ii) foreclosure and the event this Mortgage is foreclosed by judicial action, appraisement conveyance of the Premises is waived to the extent permitted by applicable law. With respect to high bidder, or (iii) the outstanding principal amount of the Loans accrued and unpaid interest thereon (if any), and any notices required or permitted other amounts then due and owing under the UCC Indenture and any other Note Document to the extent applicable, Lenders or the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableMortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the Intercreditor AgreementAgreements: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has occurred and is continuing, the MortgageeLender may, immediately and without additional notice and without liability therefor in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the MortgagorCollateral any, except for gross negligenceand all -of -the rights, willful misconductoptions and remedies of a secured party under the Uniform Commercial Code of New York (the "UCC"), bad faith including, without limitation, the sale of all or unlawful conduct, may do or cause to be done any or all part of the following Collateral at any brokers' board or any public or private sale, provided, however, that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable lawof all interest and principal payments which are due and payable as of the date of the Event of Default and, and subject provided further, that prior to such exercise, the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery. of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other terms of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgageeprincipal amount of the Note, together with any accrued and unpaid interest thereon, shall be immediately due and payable without additional notice or demand, presentment, or protest, all of which are hereby expressly waived. At any time after the date of this Agreement, Lender shall thereupon have the rights, benefits, and without liability therefor remedies afforded to it under any of the Loan Documents with respect to the MortgagorCollateral and may take, except for gross negligenceuse, willful misconductsell or otherwise encumber or dispose of the Collateral as if it were the Lender's own property. Borrower agrees that Lender may or may not proceed, bad faith or unlawful conductas Lender determines in its sole discretion, may do or cause to be done with any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, benefits, and remedies and recourses granted under that it may be entitled against the Credit Agreement or otherwise available at law or in equityBorrower. At any foreclosure sale by virtue of any judicial proceedingsAnything herein to the contrary notwithstanding, power of sale, or any other legal right, remedy or recourseexcept as provided for below, the title to Borrower agrees, for itself, its representatives, successors, endorsees and right assigns, that: the Borrower and each of possession of any such property shall pass to the purchaser thereofits representatives, and to the fullest extent permitted by lawsuccessors, the Mortgagor assigns or affiliates shall be completely personally liable for the Obligations; and irrevocably divested of all of its rightthe Lender and each such representative, titlesuccessor, interest, claim, equity, equity of redemption, and demand whatsoever, either at law endorsee or in equityassignee, in and its sole discretion, may look to the property sold and such sale shall be a perpetual bar both at law and in equity encumbered by the Pledge Agreement and/or the other instruments of security that secure the Note for payment of the Obligations, or may make any claim or institute any action or proceeding against the Mortgagor, and against all other Persons claiming or to claim the property sold Borrower or any part thereofrepresentatives, bysuccessors, through assigns or under affiliates of the Mortgagor. The Mortgagee Borrower for any deficiency remaining after collection upon the Collateral or any loss suffered by Lender, or its representatives, successors, endorsees or assigns. Borrower shall also be liable for any claims, losses or damages suffered by the Lender as a result of: Damages arising from any fraud, misrepresentations or the breach of any covenant or agreement by the Borrower; Damage to the pledged Collateral resulting from gross negligence or intentional acts of the Secured Parties may be a purchaser at such sale Borrower; and/or Failure to pay taxes or other property-related liens by the Borrower; and/or Damages arising from the failure to comply with any and if Mortgagee is all laws by the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonableBorrower.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has ------------------------------- occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has ------------------------------- occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of Ohio (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous ___________ to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the ABL/Term Loan Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were the equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement (as defined in the Guarantee and Collateral Agreement: ): (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may EXHIBIT C to FIRST LIEN CREDIT AGREEMENT affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable the Intercreditor AgreementAgreements: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement Indenture, the other Note Documents (as defined in the Collateral Agreement) or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC any applicable uniform commercial code to the extent applicable, the Mortgagor agrees that 10 days’ prior written notice shall be deemed commercially reasonable.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of any applicable Intercreditor Agreement: (a) enter the Premises and take exclusive physical possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) exercise its right to collect the Rents and Profits; (d) generally, supervise, manage and contract with reference to the Premises as if the Mortgagee were equitable owner of the Premises, hold, lease, develop, manage, operate or otherwise use the Premises or any part thereof upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (de) enter into contracts for the completion, repair and maintenance of the Improvements thereon; (f) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; (g) expend Loan funds and any rents, income and profits derived from the Premises for the payment of any taxes, insurance premiums, assessments and charges for completion, repair and maintenance of the Improvements, preservation of the Lien of this Mortgage and satisfaction and fulfillment of any liabilities or obligations of the Mortgagor arising out of or in any way connected with the Premises whether or not such liabilities and obligations in any way affect, or may affect, the Lien of this Mortgage; (h) take such steps to protect and enforce the specific performance of any covenant, condition or agreement in this Mortgage, the Credit Agreement or the other Loan Documents, or to aid the execution of any power herein granted; and (ei) exercise all other rights, remedies and recourses granted under the Credit Agreement Loan Documents or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or seeking to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if the Mortgagee is the highest bidder, subject to the terms of any applicable Intercreditor Agreement, the Mortgagee shall credit the portion of the purchase price that would be distributed to the Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable. The Mortgagor also agrees that any of the foregoing rights and remedies of the Mortgagee may be exercised at any time during the continuance of an Event of Default independently of the exercise of any other such rights and remedies, and the Mortgagee may continue to exercise any or all such rights and remedies until (i) the Event of Default is cured, (ii) foreclosure and the conveyance of the Premises to the high bidder, or (iii) the outstanding principal amount of the Loans, accrued and unpaid interest thereon (if any), and any other amounts then due and owing under the Credit Agreement and any other Loan Document to the Lenders or the Mortgagee are paid in full.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an When any Event of DefaultDefault has -------------------------------- occurred and is continuing the Lender may, the Mortgageein addition to such other rights or remedies as it may have, immediately and without additional notice and without liability therefor then or at any time or times thereafter exercise with respect to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done Collateral any or and all of the following rights, options and remedies of a secured party under the Uniform Commercial Code of Illinois (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent permitted by applicable law, of all interest and subject principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous __________ __ to the terms date of any applicable Intercreditor Agreement: (a) enter the Premises such release constituted a Plan Year and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession no Event of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents and Profits collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equityDefault had occurred. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession The net proceeds of any such property sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall pass be applied first to the purchaser thereofpayment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, and second, to the fullest extent permitted by lawpayment of the principal of and the interest on the Note, and, third, ratably as among any other items of the Mortgagor indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and returned to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming Borrower or to claim the property sold or any part thereof, by, through or under the Mortgagorwhomsoever a court of competent jurisdiction shall determine to be entitled thereto. The Mortgagee or any Any requirement of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed said UCC as to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 days’ prior written reasonable notice shall be deemed commercially reasonablemet by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 11.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Mortgagee, immediately and without additional notice and without liability therefor to the Mortgagor, except for gross negligence, willful misconduct, bad faith or unlawful conduct, may do or cause to be done any or all of the following to the extent permitted by applicable law, and subject to the terms of the Credit Agreement, the Intercreditor Agreement, any applicable First Lien Intercreditor Agreement and any Other Intercreditor Agreement: (a) enter the Premises and take exclusive possession thereof; (b) invoke any legal remedies to dispossess the Mortgagor if the Mortgagor remains in possession of the Premises without the Mortgagee’s prior written consent; (c) hold, lease, develop, manage, operate or otherwise use the Premises upon such terms and conditions as the Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as the Mortgagee deems reasonably necessary or desirable), and apply all Rents rents and Profits other amounts collected by the Mortgagee in connection therewith in accordance with the provisions hereof; (d) institute proceedings for the complete foreclosure of the Mortgage, either by judicial action or by power of sale, in which case the Premises may be sold for cash or credit in one or more parcels; and (e) exercise all other rights, remedies and recourses granted under the Credit Agreement or otherwise available at law or in equity. At any foreclosure sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, the Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against the Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under the Mortgagor. The Mortgagee or any of the Secured Parties may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee shall credit the portion of the purchase price that would be distributed to Mortgagee against the indebtedness in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Premises is waived to the extent permitted by applicable law. With respect to any notices required or permitted under the UCC to the extent applicable, the Mortgagor agrees that 10 ten (10) days’ prior written notice shall be deemed commercially reasonable.