Common use of Sale of Mortgaged Property Clause in Contracts

Sale of Mortgaged Property. Subject to the provisions of the Intercreditor Agreement, upon the occurrence of an Enforcement Event, in addition to any rights and remedies provided for in the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable law, the following provisions shall apply: (i) Upon the occurrence of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyed, or a sufficiency thereof, to satisfy the indebtedness at public outcry to the highest bidder for cash. Sale of the property shall be advertised for three consecutive weeks preceding the sale in a newspaper published in the county where the Mortgaged Property is situated, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the Mortgaged Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Property. (ii) Subject to the terms and provisions of the Intercreditor Agreement, the proceeds from any such sale shall be applied by the Trustee as follows:

Sale of Mortgaged Property. Subject if Event of Default Occurs; ------------------------------------------------------ Proceeds of Sale. ---------------- 3.3.1 Upon acceleration of the Loans and all Obligations owing under the Credit Agreement as provided in subsection 3.2.1 hereof, Beneficiary may institute an action to foreclose this Deed to Secure Debt or take such other action as may be permitted and available to Beneficiary at law or in equity for the enforcement of the Credit Agreement and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof Beneficiary may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. Beneficiary may execute and deliver to the provisions purchaser at such sale a conveyance of the Intercreditor AgreementMortgaged Property in fee simple and an assignment or conveyance of all Grantor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the occurrence execution of the power of sale herein granted depends, and Grantor hereby constitutes and appoints Beneficiary the true and lawful attorney in fact of Grantor to make any such recitals, sale, assignment and conveyance, and all of the acts of Beneficiary as such attorney in fact are hereby ratified and confirmed. Grantor agrees that such recitals shall be binding and conclusive upon Grantor and that any assignment or conveyance to be made by Beneficiary shall divest Grantor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an Enforcement Eventinterest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which Beneficiary may have hereunder, at law or in equity. So long as the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable law, the following provisions shall apply: (i) Upon the occurrence of an Enforcement Event, it shall thereupon be the duty of the above named TrusteeSecured Obligations, or his successor or substituteany part thereof, as hereinafter providedremain unpaid, to enforce this trust at the request Grantor agrees that possession of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby Grantor, or any person claiming under Grantor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Deed to Secure Debt, Grantor and any person in possession under Grantor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Deed to Secure Debt by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety or in separate parcels in such manner or order as Beneficiary in its discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, until the entire Mortgaged Property is situatedsold or all amounts secured hereby are paid in full. 3.3.2 In the event of any sale made under or by virtue of this Article III, or if none is so published, then in some newspaper having a general circulation thereinthe entire principal of, and by posting a notice for interest in respect of the same time Secured Obligations, if not previously due and payable, shall, at the courthouse option of the same county. The notice Beneficiary, immediately become due and advertisement shall disclose the names of the original debtor payable, anything in this Instrument. Trustor waives Deed to Secure Debt to the contrary notwithstanding. 3.3.3 The proceeds of any sale made under or by virtue of this Article III, together with any other sums which then may be held by Beneficiary under this Deed to Secure Debt, whether under the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amendedthis Article III or otherwise, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the Mortgaged Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Property. (ii) Subject to the terms and provisions of the Intercreditor Agreement, the proceeds from any such sale shall be applied by the Trustee as follows:

Sale of Mortgaged Property. Subject Cause the Mortgaged Property, and all estate, right, title, interest, claim and demand therein, or any part thereof to be sold as follows: a. Mortgagee may proceed as if all of the Mortgaged Property were real property, in accordance with subparagraph (d) below, or Mortgagee may elect to treat any of the Mortgaged Property which consists of a right in action or which is property that can be severed from the premises without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with subparagraph (c) below, separate and apart from the sale of real property, with the remainder of the Mortgaged Property being treated as real property at the sale. b. Mortgagee may cause any such sale or other disposition, through power of sale or otherwise, to be conducted immediately following the expiration of any grace period, if any, herein provided (or required by law) or Mortgagee may delay any such sale or other disposition for such period of time as Mortgagee deems to be in its best interest. Should Mortgagee desire that more than one sale or other disposition be conducted, Mortgagee may, at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Mortgagee may deem to be in its best interest. c. Should Mortgagee elect to cause any of the Mortgaged Property to be disposed of as personal property as permitted by subparagraph (a) above, it may dispose of any part thereof in any manner now or hereafter permitted by Article 9 of the UCC of the state where the Mortgaged Property is located or in accordance with any other remedy provided by law. Both Mortgagor and Mortgagee shall be eligible to purchase any part or all of such property at any such disposition. Any such disposition may be either public or private as Mortgagee may so elect, subject to the provisions of the Intercreditor Agreement, upon the occurrence of an Enforcement Event, in addition to any rights and remedies provided for in the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable law, the following provisions shall apply: (i) Upon the occurrence of an Enforcement Event, it shall thereupon be the duty UCC of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyed, or a sufficiency thereof, to satisfy the indebtedness at public outcry to the highest bidder for cash. Sale of the property shall be advertised for three consecutive weeks preceding the sale in a newspaper published in the county state where the Mortgaged Property is situated, located. Mortgagee shall give Mortgagor at least ten (10) days prior written notice of the time and place of any public sale or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for other disposition of such property or of the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at or after which any private sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the Mortgaged Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property any other intended disposition is to be made, newspaper advertisement published and if such notice is sent to Mortgagor it shall constitute reasonable notice to Mortgagor. d. In the event of a sale or other disposition of any such Mortgaged Property or any part thereof, and the execution of a deed or other conveyance pursuant thereto, the recitals in the deed or deeds of facts (such as of a default, the giving of notice of default and notice of sale, demand that such sale postedshould be made, postponement of sale, terms of sale, sale, purchaser, payment of purchase money, and Trustee's selection any other fact affecting the regularity or validity of such sale or disposition) shall be binding upon Trustor conclusive proof of the truth of such facts; and Beneficiary. Should Beneficiary any such deed or conveyance shall be conclusive against all persons as to such facts recited therein, and the following additional provisions will apply (and, in the event of a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein conflict between this Section 7.1.4(d) and request Trustee to sell the Mortgaged Property. (ii) Subject to the terms and other provisions of the Intercreditor Agreementthis Mortgage, the proceeds from any such sale shall be applied by the Trustee as follows:this Section 7.1.4

Sale of Mortgaged Property. Subject if Event of Default Occurs; ------------------------------------------------------ Proceeds of Sale. ---------------- (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementIndenture and the Notes and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article XI, the entire principal of, and interest in respect of the Secured ---------- Obligations, if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article XI, together with any other sums which then may be held by the Mortgagee ---------- under this Mortgage, whether under the provisions of this Article XI or ---------- otherwise, shall be applied in accordance with the provisions of the Intercreditor AgreementIndenture; (iv) The Mortgagee may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Article XI and, ---------- in lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts (whether or not then due and owing) in respect of the Secured Obligations, after deducting from the sales price the expense of the sale and the reasonable costs of the action or proceedings and any other sums that the Mortgagee is authorized to deduct under this Mortgage. (v) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, the proceeds from any Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be applied so adjourned. (vi) If the Premises is comprised of more than one parcel of land, the Mortgagee may take any of the actions authorized by the Trustee as follows:this Section 11.3 in ------------ respect of any or a number of individual parcels.

Sale of Mortgaged Property. Subject if Event of Default ---------------------------------------------- Occurs; Proceeds of Sale. ------------------------ (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementIndenture and the Notes and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article XI, the entire principal of, and interest in respect of the Secured ---------- Obligations, if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article XI, together with any other sums which then may be held by the Mortgagee ---------- under this Mortgage, whether under the provisions of this Article XI or ---------- otherwise, shall be applied in accordance with the provisions of the Intercreditor AgreementIndenture; (iv) The Mortgagee may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Article ------- XI and, in lieu of paying cash therefor, may make settlement for the purchase -- price by crediting against the purchase price the unpaid amounts (whether or not then due and owing) in respect of the Secured Obligations, after deducting from the sales price the expense of the sale and the reasonable costs of the action or proceedings and any other sums that the Mortgagee is authorized to deduct under this Mortgage. (v) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, the proceeds from any Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be applied so adjourned. (vi) If the Premises is comprised of more than one parcel of land, the Mortgagee may take any of the actions authorized by the Trustee as follows:this Section 11.3 in respect of any or a number of individual parcels.

Sale of Mortgaged Property. Subject A. Free and Clear of Assignments. Upon any sale of any of the Mortgaged Property by or for the benefit of Mortgagee pursuant to Section 5 --------- hereof, the Rents attributable to the part of the Mortgaged Property so sold shall be included in such sale and shall pass to the purchaser free and clear of (i) the assignment by Mortgagor in Granting Clause A(iii) of this Mortgage and ---------------------- (ii) the provisions of this Section 3. --------- B. No Obligations on Mortgagee. It is neither the Intercreditor Agreementintent nor the effect of this Mortgage nor the other Loan Documents (other than any Subordination, upon the occurrence of an Enforcement EventNon-Disturbance and Attornment Agreement between Mortgagee and any Tenant (as hereinafter defined)) to impose any obligation on Mortgagee, in addition to any rights and remedies provided for in the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable law, the following provisions shall apply: including (i) Upon any liability under the occurrence covenant of an Enforcement Eventquiet enjoyment contained in any Lease or contained in any Applicable Law, it shall thereupon be in the duty event of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request a sale of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyed, or a sufficiency thereof, any part thereof pursuant to satisfy this Mortgage or (ii) any liability to any Tenant arising (whether in connection with the indebtedness at public outcry to the highest bidder for cash. Sale elimination of the property shall be advertised for three consecutive weeks preceding the sale such Tenant's equity of redemption in a newspaper published in the county where the Mortgaged Property is situatedor otherwise) out of (A) the naming of such Tenant as a party defendant in any action to foreclose this Mortgage, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the Mortgaged Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, (B) the sale of the property is Mortgaged Property pursuant to be made, newspaper advertisement published and notice the power of sale postedreserved to Mortgagee herein. Notwithstanding anything herein to the contrary, and Trustee's selection under no circumstances shall Mortgagee be binding upon Trustor and Beneficiarysubject to any offsets, claims or defenses which a Tenant might have against Mortgagor or any prior landlord with respect to any Lease, whether or not Mortgagee shall have succeeded to the interests of landlord under any such Lease. Should Beneficiary be a corporation As used herein, the term "Tenant" shall mean any tenant or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell occupant of the Mortgaged Property. (ii) Subject to the terms and provisions , whether such tenant or occupant is leasing, renting, using or occupying a portion of the Intercreditor Agreement, Mortgaged Property now or in the proceeds from any such sale shall be applied by the Trustee as follows:future.

Sale of Mortgaged Property. Subject if Event of Default Occurs; ------------------------------------------------------ Proceeds of Sale. ---------------- (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementCredit Agreement and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Subleases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article ------- XI, the entire principal of, and interest in respect of the Secured Obligations, -- if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article XI, together with any other sums which then may be held by the Mortgagee ---------- under this Mortgage, whether under the provisions of the Intercreditor Agreementthis Article XI or ---------- otherwise, the proceeds from any such sale shall be applied by the Trustee as follows:

Sale of Mortgaged Property. Subject if Event of Default ---------------------------------------------- Occurs; Proceeds of Sale. ------------------------ (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementIndenture and the Notes and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article ------- XI, the entire principal of, and interest in respect of the Secured Obligations, -- if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article ------- XI, together with any other sums which then may be held by the Mortgagee under -- this Mortgage, whether under the provisions of this Article XI or otherwise, ---------- shall be applied in accordance with the provisions of the Intercreditor AgreementIndenture; (iv) The Mortgagee may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Article XI and, in ---------- lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts (whether or not then due and owing) in respect of the Secured Obligations, after deducting from the sales price the expense of the sale and the reasonable costs of the action or proceedings and any other sums that the Mortgagee is authorized to deduct under this Mortgage. (v) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, the proceeds from any Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be applied so adjourned. (vi) If the Premises is comprised of more than one parcel of land, the Mortgagee may take any of the actions authorized by the Trustee as follows:this Section 11.3 in ------------ respect of any or a number of individual parcels.

Sale of Mortgaged Property. Subject if Event of Default Occurs; ------------------------------------------------------ Proceeds of Sale. ---------------- (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementIndenture and the Notes and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article ------- XI, the entire principal of, and interest in respect of the Secured -- Obligations, if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article ------- XI, together with any other sums which then may be held by the Mortgagee -- under this Mortgage, whether under the provisions of this Article XI or ---------- otherwise, shall be applied in accordance with the provisions of the Intercreditor AgreementIndenture; (iv) The Mortgagee may bid for and acquire the Mortgaged Property or any part thereof at any sale made under or by virtue of this Article XI and, in ---------- lieu of paying cash therefor, may make settlement for the purchase price by crediting against the purchase price the unpaid amounts (whether or not then due and owing) in respect of the Secured Obligations, after deducting from the sales price the expense of the sale and the reasonable costs of the action or proceedings and any other sums that the Mortgagee is authorized to deduct under this Mortgage. (v) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and, the proceeds from any Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be applied so adjourned. (vi) If the Premises is comprised of more than one parcel of land, the Mortgagee may take any of the actions authorized by the Trustee as follows:this Section 11.3 in ------------ respect of any or a number of individual parcels.

Sale of Mortgaged Property. Subject If you are repaying your Loan on sale of the Mortgaged Property, subject to the provisions of the Intercreditor Agreement, upon the occurrence of an Enforcement Event, in addition to any rights and remedies provided for in the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable lawrestrictions outlined above, the following provisions shall apply: (i) Upon maximum amount that you are required to pay to us to discharge your Loan is the occurrence Net Proceeds of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyed, or a sufficiency thereof, to satisfy the indebtedness at public outcry to the highest bidder for cash. Sale of the property shall be advertised for three consecutive weeks preceding the on sale (less any Equity Protection Guarantee (discussed in a newspaper published in the county where the Mortgaged Property is situated, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is describedclause 11)). If the Mortgaged Property is situated sold and the Net Proceeds are not sufficient to fully repay your Loan, we may require a valuation of the Mortgaged Property from a registered valuer approved by us (with the valuation to be on the basis of a sale by a willing seller to a willing buyer on arms' length terms) to support the sale price (a Registered Valuation). All costs associated with the Registered Valuation must be met by you. If the value of the Mortgaged Property pursuant to the Registered Valuation is greater than the sale price of the Mortgage Property (i.e. if you sold the Mortgaged Property for less than its valuation), we may determine (in two our discretion) for the purposes of the Loan Repayment Guarantee, that the Net Proceeds is an amount not greater than the Registered Valuation. If the value of the Mortgage Property has been adversely affected by certain actions, we may instruct the valuer to adjust the value for the purposes of the Registered Valuation, as discussed below. Our Loan Repayment Guarantee will also apply (subject to the same limitations set out above) where: • you want to fully repay and discharge your Loan (before it's due to be repaid) and there are no Nominated Residents residing at the property; or • your Loan is due to be repaid; or • we require that your Loan is fully repaid (for example, because there has been a material breach of your Loan Agreement), and the Mortgaged Property has not been (or will not be) sold to repay your Loan. In that case, subject to the restrictions outlined above, the maximum amount that you are required to pay to us to discharge your Loan is the current value of the Mortgaged Property as determined by a registered valuer approved by us (with the valuation to be on the basis of a sale by a willing seller to a willing buyer on arms' length terms) (a Registered Valuation). All costs associated with the Registered Valuation must be met by you. Note that our Loan Repayment Guarantee does not apply if you want to fully repay and discharge your Loan before it's due and there is one or more countiesNominated Resident residing at the Mortgaged Property. We will not have any obligation to discharge the Mortgage over the Mortgaged Property until your Loan has been repaid in full or, or in two judicial districts of where the same countyLoan Repayment Guarantee is triggered, Trustee shall we have full power to select in which county, or judicial district, received: • the Net Proceeds on sale of the property Mortgaged Property (as determined by us); or • an amount equal to the Registered Valuation, (as described above) (less any Equity Protection Guarantee, if applicable). Accordingly, we strongly recommend that you seek our consent to any sale of the Mortgaged Property before the sale is entered into, where it is possible that the Net Proceeds will be insufficient to be made, newspaper advertisement published and notice fully repay the Unpaid Balance of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiaryyour Loan. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be Where: • you are in default as provided herein and request Trustee breach of your Loan Agreement; and/or • we exercise our rights to sell the Mortgaged Property following a breach of your Loan Agreement, and we determine, in our discretion, that your breach has had, or may have, an adverse effect on the value of the Mortgaged Property. , we may adjust the Registered Valuation for the Mortgaged Property. Without limitation, this could include where: • you (iior anyone else) Subject fail to maintain or damage the Mortgaged Property; • you (or the registered owner) fail to pay rates or insurance when due; or • the registered owner fails to make an insurance claim in relation to the terms and provisions Mortgaged Property for which they are, or may have been, entitled to receive a payout in respect of an Insurance Event. In these circumstances, the Net Proceeds or Registered Valuation of the Intercreditor Agreement, Mortgaged Property for the proceeds from any such sale shall purposes of the Loan Repayment Guarantee will be applied the value as determined by the Trustee valuer, as follows:it would have been but for the circumstances which caused the adverse effect(s).

Sale of Mortgaged Property. Subject if Event of Default Occurs; ------------------------------------------------------ Proceeds of Sale. ---------------- (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may institute an action to foreclose this Mortgage or take such other action as may be permitted and available to the provisions Mortgagee at law or in equity for the enforcement of the Intercreditor AgreementCredit Agreement and realization on the Mortgaged Property and proceeds thereon through power of sale or to final judgment and execution thereof for the Secured Obligations, and in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver to the occurrence purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an Enforcement Eventassignment or conveyance of all the Mortgagor's Interest in the Leases and the Mortgaged Property, each of which conveyances and assignments shall contain recitals as to the Event of Default upon which the execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and appoints the Mortgagee the true and lawful attorney in fact of the Mortgagor to make any such recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in addition to any rights and all other remedies provided for which the Mortgagee may have hereunder, at law or in equity. So long as the Intercreditor Agreement Secured Obligations, or the Indenturesany part thereof, and to the extent permitted by applicable lawremain unpaid, the following provisions shall apply: (i) Upon the occurrence Mortgagor agrees that possession of an Enforcement Event, it shall thereupon be the duty of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyedby the Mortgagor, or any person claiming under the Mortgagor, shall be as tenant, and, in case of a sufficiency thereofsale under power or upon foreclosure as provided in this Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to satisfy whose interest such sale was not made subject, shall, at the indebtedness at public outcry to the highest bidder for cash. Sale option of the property purchaser at such sale, then become and be tenants holding over, and shall forthwith deliver possession to such purchaser, or be advertised for three consecutive weeks preceding summarily dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any order in a newspaper published in the county where any judicial proceeding or otherwise, the Mortgaged Property is situatedmay be sold as an entirety or in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect. One or more exercises of powers herein granted shall not extinguish or exhaust such powers, or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for until the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the entire Mortgaged Property is situated sold or all amounts secured hereby are paid in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property is to be made, newspaper advertisement published and notice of sale posted, and Trustee's selection shall be binding upon Trustor and Beneficiary. Should Beneficiary be a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein and request Trustee to sell the Mortgaged Propertyfull. (ii) Subject In the event of any sale made under or by virtue of this Article XI, the entire principal of, and interest in respect of the Secured ---------- Obligations, if not previously due and payable, shall, at the option of the Mortgagee, immediately become due and payable, anything in this Mortgage to the terms and contrary notwithstanding. (iii) The proceeds of any sale made under or by virtue of this Article XI, together with any other sums which then may be held by the Mortgagee ---------- under this Mortgage, whether under the provisions of the Intercreditor Agreementthis Article XI or ---------- otherwise, the proceeds from any such sale shall be applied by the Trustee as follows:

Sale of Mortgaged Property. Subject Cause the Mortgaged Property, and all estate, right, title, interest, claim and demand therein, or any part thereof to be sold as follows: (a) Mortgagee may proceed as if all of the Mortgaged Property were real property, in accordance with subparagraph (d) below, or Mortgagee may elect to treat any of the Mortgaged Property which consists of a right in action or which is property that can be severed from the premises without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with subparagraph (c) below, separate and apart from the sale of real property, with the remainder of the Mortgaged Property being treated as real property at the sale. Mortgage (GPT) (FORM) 15 (b) Mortgagee may cause any such sale or other disposition, through power of sale or otherwise, to be conducted immediately following the expiration of any grace period, if any, herein provided (or required by law) or Mortgagee may delay any such sale or other disposition for such period of time as Mortgagee deems to be in its best interest. Should Mortgagee desire that more than one sale or other disposition be conducted, Mortgagee may, at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Mortgagee may deem to be in its best interest. (c) Should Mortgagee elect to cause any of the Mortgaged Property to be disposed of as personal property as permitted by subparagraph (a) above, it may dispose of any part thereof in any manner now or hereafter permitted by Article 9 of the UCC of the state where the Mortgaged Property is located or in accordance with any other remedy provided by law. Both Mortgagor and Mortgagee shall be eligible to purchase any part or all of such property at any such disposition. Any such disposition may be either public or private as Mortgagee may so elect, subject to the provisions of the Intercreditor Agreement, upon the occurrence of an Enforcement Event, in addition to any rights and remedies provided for in the Intercreditor Agreement or the Indentures, and to the extent permitted by applicable law, the following provisions shall apply: (i) Upon the occurrence of an Enforcement Event, it shall thereupon be the duty UCC of the above named Trustee, or his successor or substitute, as hereinafter provided, to enforce this trust at the request of the Beneficiary (which request shall be presumed) and the Trustee shall, sell the Mortgaged Property conveyed, or a sufficiency thereof, to satisfy the indebtedness at public outcry to the highest bidder for cash. Sale of the property shall be advertised for three consecutive weeks preceding the sale in a newspaper published in the county state where the Mortgaged Property is situated, located. Mortgagee shall give Mortgagor at least ten (10) days prior written notice of the time and place of any public sale or if none is so published, then in some newspaper having a general circulation therein, and by posting a notice for other disposition of such property or of the same time at the courthouse of the same county. The notice and advertisement shall disclose the names of the original debtor in this Instrument. Trustor waives the provisions of Section 89-1-55 of the Mississippi Code of 1972 as amended, if any, as far as this section restricts the right of Trustee to offer at or after which any private sale more than 160 acres at a time, and Trustee may offer the property herein conveyed as a whole, regardless of how it is described. If the Mortgaged Property is situated in two or more counties, or in two judicial districts of the same county, Trustee shall have full power to select in which county, or judicial district, the sale of the property any other intended disposition is to be made, newspaper advertisement published and if such notice is sent to Mortgagor it shall constitute reasonable notice to Mortgagor. (d) In the event of a sale or other disposition of any such Mortgaged Property or any part thereof, and the execution of a deed or other conveyance pursuant thereto, the recitals in the deed or deeds of facts (such as of a default, the giving of notice of default and notice of sale, demand that such sale postedshould be made, postponement of sale, terms of sale, sale, purchaser, payment of purchase money, and Trustee's selection any other fact affecting the regularity or validity of such sale or disposition) shall be binding upon Trustor conclusive proof of the truth of such facts; and Beneficiary. Should Beneficiary any such deed or conveyance shall be conclusive against all persons as to such facts recited therein, and the following additional provisions will apply (and, in the event of a corporation or an unincorporated association, then any officer thereof may declare Trustor to be in default as provided herein conflict between this Section 7.1.4(d) and request Trustee to sell the Mortgaged Property. (ii) Subject to the terms and other provisions of the Intercreditor Agreementthis Mortgage, the proceeds from any such sale shall be applied by the Trustee as follows:this Section 7.1.4