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2.02202CGO
<br />Section 6.4. Power of Sale. Mortgagor hereby vests Administrative Agent with full power and
<br />authority, upon the happening of a Default, at Administrative Agent's option, to declare the entire secured
<br />indebtedness to be immediately due and payable, subject to the terms of the Credit Agreement, and at
<br />Administrative Agent's option, to take possession of the Mortgaged Properties if and to the extent allowed
<br />by law, and at Administrative Agent's option, to sell the Mortgaged Properties as now provided by law in
<br />the case of past -due mortgages, whether or not possession of the Mortgaged Properties are taken (or such part
<br />or parts thereof as Administrative Agent may from time to time elect to sell) under the power of sale which is
<br />hereby given to Administrative Agent, at public outcry, to the highest bidder for cash, at the front or main door
<br />of the courthouse of the counties in which the Mortgaged Properties are to be sold, or a substantial and material
<br />part thereof, is located, after first giving notice by publication once a week for three successive weeks of the
<br />time, place and terms of such sale, together with a description of the Mortgaged Properties to be sold, by
<br />publication in some newspaper published in the county or counties in which the Mortgaged Properties to be sold
<br />are located. If there are Mortgaged Properties to be sold in more than one county, publication shall be made in
<br />all counties where the Mortgaged Properties to be sold are located, but if no newspaper is published in any such
<br />county, the notice shall be published in a newspaper published in an adjoining county for three successive weeks.
<br />The sale shall be held between the hours of 11:00 a.m. and 4:00 p.m., on the day designated for the exercise of
<br />the power of sale hereunder. Administrative Agent may bid at any sale held under this Mortgage and may
<br />purchase the Mortgaged Properties, or any part thereof, if the highest bidder therefor. The purchaser at any such
<br />sale shall be under no obligation to see to the proper application of the purchase money. At any sale all or any
<br />part of the Mortgaged Properties, real, personal or mixed, may be offered for sale in parcels or en masse for one
<br />total price, and the proceeds of any such sale en masse shall be accounted for in one account without distinction
<br />between the items included therein and without assigning to them any proportion of such proceeds, Mortgagor
<br />hereby waiving the application of any doctrine of marshaling or like proceeding. In case Administrative Agent,
<br />in the exercise of the power of sale herein given, elects to sell the Mortgaged Properties in parts or parcels, sales
<br />thereof may be held from time to time, and the power of sale granted herein shall not be fully exercised until all
<br />of the Mortgaged Properties not previously sold shall have been sold or all the secured indebtedness shall have
<br />been paid in full and this Mortgage shall have been terminated as provided herein. The proceeds of any
<br />foreclosure sale pursuant to this section shall be applied first, to the payment of the costs of said sale, including
<br />reasonable attorney's and auctioneer's fees; second, to the payment of the secured indebtedness hereby secured,
<br />whether due or not, with the unpaid interest thereon to the date of sale, and any amount that may be due
<br />Administrative Agent by virtue of any of the special liens or agreements herein contained; and, third, the balance,
<br />if any, to be paid over to Mortgagor, or as may otherwise be provided by law. To the extent permitted by
<br />applicable law, Mortgagor hereby authorizes and empowers Administrative Agent or the auctioneer at any
<br />foreclosure sale had hereunder, for and in the name of Mortgagor, to execute and deliver to the purchaser or
<br />purchasers of any of the Mortgaged Properties sold at foreclosure good and sufficient deeds of conveyance or
<br />bills of sale thereto, the recitals therein being prima facie evidence of the truth of the statements made. If an
<br />Event of Default exists, Administrative Agent shall have the option to proceed with foreclosure, either through
<br />the courts or by power of sale as provided for in this Mortgage, but without declaring the whole obligations due.
<br />Section 6.5. Judicial Proceedings; Right to Receiver. If a Default exists, Administrative Agent, in
<br />lieu of or in addition to exercising the power of sale herein given, may proceed by suit to foreclose its lien
<br />on the Mortgaged Properties, to sue Mortgagor for damages on account of said default, for specific
<br />performance of any provision contained herein, or to enforce any other appropriate legal or equitable right
<br />or remedy. Administrative Agent shall be entitled, as a matter of right (upon bill filed or other proper legal
<br />proceedings being commenced for the foreclosure of this Mortgage, to the extent required by law), to the
<br />appointment by any competent court or tribunal, without notice to Mortgagor or any other party, of a
<br />receiver of the rents, issues, profits and revenues of the Mortgaged Properties, with power to lease and
<br />control the Mortgaged Properties and with such other powers as may be deemed necessary.
<br />ARTICLE VII
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