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201102560
<br />MORTGAGE
<br />Loan No: 50314 LP (Continued)
<br />Payment Default. Grantor fails to make any payment when due under the Indebtedness.
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<br />Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance,
<br />or any other payment necessary to prevent filing of or to effect discharge of any lien.
<br />Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
<br />Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in
<br />any other agreement between Lender and Grantor.
<br />Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales
<br />agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or
<br />Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any of the
<br />Related Documents.
<br />False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under
<br />this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or
<br />becomes false or misleading at any time thereafter.
<br />Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of
<br />any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
<br />Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from
<br />the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the
<br />insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors,
<br />any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against
<br />Grantor.
<br />Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
<br />repossession or any other method, by any creditor of Grantor or by any governmental agency against any property securing the
<br />Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this
<br />Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the
<br />basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and
<br />deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole
<br />discretion, as being an adequate reserve or bond for the dispute.
<br />Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not
<br />remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other
<br />obligation of Grantor to Lender, whether existing now or later.
<br />Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any
<br />Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
<br />Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
<br />performance of the Indebtedness is impaired.
<br />Insecurity. Lender in good faith believes itself insecure.
<br />RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option,
<br />may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:
<br />Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable,
<br />including any prepayment penalty that Grantor would be required to pay.
<br />UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured
<br />party under the Uniform Commercial Code.
<br />Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents,
<br />including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In
<br />furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to
<br />Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse
<br />instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by
<br />tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made,
<br />whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person,
<br />by agent, or through a receiver.
<br />Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with
<br />the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from
<br />the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve
<br />without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the
<br />Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a
<br />receiver.
<br />Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property.
<br />Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the Personal Property
<br />or the Real Property by non-judicial sale.
<br />Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness
<br />due to Lender after application of all amounts received from the exercise of the rights provided in this section.
<br />Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender
<br />otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of
<br />Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or
<br />(2) vacate the Property immediately upon the demand of Lender.
<br />Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity.
<br />Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property
<br />marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in
<br />one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.
<br />Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the
<br />time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean
<br />notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in
<br />conjunction with any sale of the Real Property.
<br />Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
<br />expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not
<br />affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so
<br />as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the
<br />rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or
<br />to proceed against any other collateral directly or indirectly securing the Indebtedness.
<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be
<br />entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any
<br />court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
<br />necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
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