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<br />the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the
<br />lien of this Mortgage is invalid or unenforceable as to any part of the Secured Obligations, or if the lien is
<br />invalid or unenforceable as to any part of the Property, the unsecured or partially secured portion of the
<br />Secured Obligations shall be completely paid prior to the payment of the remaining secured or partially
<br />secured portion of the Secured Obligations, and all payments made under the Secured Obligations,
<br />whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to
<br />have been first paid on and applied to the full payment of that portion of the Secured Obligations which is
<br />not secured or fully secured by the lien of this Mortgage.
<br />Section 5.09. Subrogation. To the extent that the Beneficiary or the Controlling Person pays
<br />any outstanding lien, charge or prior encumbrance against the Property, the Beneficiary or the Controlling
<br />Person, as applicable, shall be subrogated to any and all rights and liens held by any owner or holder of
<br />such outstanding liens, charges and prior encumbrances, irrespective of whether said liens, charges or
<br />encumbrances are released.
<br />Section 5.10. Attorneys’ Fees. If the Secured Obligations are not paid when due or if any
<br />Event of Default occurs, the Grantor agrees to pay all costs of enforcement and collection incurred by the
<br />Beneficiary or the Controlling Person, including attorneys’ fees, whether or not such enforcement and
<br />collection includes the filing of a lawsuit. As used herein, the terms “attorneys’ fees” and “attorneys’ fees
<br />and costs” shall each mean the fees and expenses of counsel to the parties hereto, which may include
<br />printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks,
<br />paralegals, librarians and others not admitted to the bar but performing services under the supervision of
<br />an attorney. The terms “attorneys’ fees” and “attorneys’ fees and costs” shall also each include all such
<br />fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether
<br />or not any action or proceeding is brought with respect to the matter for which said fees and expenses
<br />were incurred and shall also include all such fees and expenses incurred in enforcing any judgment. This
<br />agreement to pay costs is part of and not a limitation on any obligation on the part of the Grantor to pay
<br />costs and expenses under the Borrower Loan Agreement.
<br />Section 5.11. Governing Law. THIS MORTGAGE SHALL BE GOVERNED BY AND
<br />CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE WHERE THE PROPERTY IS
<br />LOCATED, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES.
<br />NOTWITHSTANDING THE FOREGOING, THE PARTIES STIPULATE AND AGREE THAT
<br />THE BENEFICIARY MAY ENFORCE, IN ACCORDANCE WITH THE LAW OF THE STATE
<br />WHERE THE PROPERTY IS LOCATED, ANY OR ALL OF ITS RIGHTS TO SUE THE GRANTOR,
<br />TO COLLECT ANY INDEBTEDNESS IN NEVADA OR ELSEWHERE, BEFORE OR AFTER
<br />FORECLOSURE, AND IF THE BENEFICIARY OBTAINS A DEFICIENCY JUDGMENT OUTSIDE
<br />OF THE STATE WHERE THE PROPERTY IS LOCATED, THE BENEFICIARY MAY ENFORCE
<br />THAT JUDGMENT IN THE STATE WHERE THE PROPERTY IS LOCATED, AS WELL AS IN
<br />OTHER STATES.
<br />Section 5.12. Construction. Whenever required by the context hereof, the singular shall be
<br />deemed to include the plural, and the plural shall be deemed to include the singular, and the masculine,
<br />feminine and neuter genders shall each be deemed to include the others. Except as otherwise indicated
<br />herein, all section and exhibit references in this Mortgage shall be deemed to refer to the sections and
<br />exhibits of and to this Mortgage, and the terms “herein”, “hereof”, “hereto”, “hereunder” and similar
<br />terms refer to this Mortgage generally rather than to the particular provision in which such term is used.
<br />Whenever the words “including”, “include” or “includes” are used in this Mortgage, they shall be
<br />interpreted as though immediately followed by the words “without limitation.” As used herein, the word
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