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<br />200806505
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<br />or any part of the Property, whether such receivership be incident to a proposed sale (or sales) of such
<br />property or otherwise, and without regard to the value of the Property or the solvency of any person or
<br />persons liable for the payment of the indebtedness secured hereby. Furthermore, Mortgagor does
<br />hereby consent to the appointment of such receiver or receivers, waives any and all defenses to such
<br />appointment, and agrees not to oppose any application therefor by Administrative Agent, and agrees
<br />that such appointment shall in no manner impair, prejudice or otherwise affect the rights of
<br />Administrative Agent under Article III hereof. Mortgagor expressly waives notice of a hearing for
<br />appointment of a receiver and the necessity for bond or an accounting by the receiver. Any receiver
<br />shall have all powers conferred by the court appointing such receiver, which powers shall, to the extent
<br />not prohibited by applicable law, include, without limitation, the right to enter upon and take irrunediate
<br />possession of the Property or any part thereof, to exclude Mortgagor therefrom, to hold, use, operate,
<br />manage and control the Property, to make all such repairs, replacements, alterations, additions and
<br />improvements to the same as such receiver or Administrative Agent may deem proper or expedient, to
<br />lease, sell or otherwise transfer the Property or any portion thereof as such receiver or Administrative
<br />Agent may deem proper or expedient, and to demand and collect all of the other earnings, rents, issues,
<br />profits, proceeds and other sums due or to become due with respect to the property. Nothing herein is
<br />to be construed to deprive Administrative Agent of any other right, remedy or privilege it may now or
<br />hereafter have under the Law to have a receiver appointed. Any money advanced by Administrative
<br />Agent in connection with any such receivership shall be a demand obligation (which obligation
<br />Mortgagor hereby expressly promises to pay) owing by Mortgagor to Administrative Agent and shall
<br />bear interest, from the date of making such advancement by Administrative Agent until paid, at the
<br />Default Rate.
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<br />Section 4.6. Proceeds of Foreclosure. The proceeds of any sale held in foreclosure of the
<br />Liens, privileges, and/or security interests evidenced hereby shall be applied as required by applicable
<br />law, or in the absence of any such requirement as follows:
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<br />FIRST, to the payment of all necessary costs and expenses incident to such foreclosure
<br />sale, including but not limited to all court costs and charges of every character in the event
<br />forec1osedby suit or any judicial proceeding and including but not limited to a reasonable fee to
<br />the Trustee if such sale was made by the Trustee acting under the provisions of Section 4.3(a) or
<br />otherwise and including but not limited to the compensation of the keeper, if any;
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<br />SECOND, to the payment of the secured indebtedness as provided in Section 9.12 of the
<br />Credit Agreement, or to the extent not so provided, in such manner and order as Administrative
<br />Agent elects.
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<br />Section 4.7. LlC Issuer and Lender as Purchaser. LlC Issuer and any party constituting a
<br />Lender under the Credit Agreement shall have the right to bid for and become the purchaser at any sale
<br />held in foreclosure of the Liens, privileges, and/or security interests evidenced hereby, and LlC Issuer
<br />and any party constituting a Lender which is purchasing at any such sale shall have the right to credit
<br />upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the secured
<br />indebtedness owing to such party, or if such party holds less than all of such indebtedness, the pro rata
<br />part thereof owing to such party, accounting to Administrative Agent, LlC Issuer or any Lender, if such
<br />party is not joining in such bid, in cash for the portion of such bid or bids apportionable to such non-
<br />bidding LlC Issuer, Lender or Lenders. Administrative Agent shall have the right to bid for and
<br />become the purchaser at any sale held in foreclosure ofthe Liens, privileges, and/or security interests
<br />evidenced hereby and shall be entitled to apply all or any part of the indebtedness as credit to the
<br />purchase price to the extent permitted by applicable law.
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<br />505901 000016 DALLAS 2307301.3
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<br />[MULTI STATE MORTGAGE]
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