Common use of Foreclosure Clause in Contracts

Foreclosure. (i) Trustee may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

Foreclosure. Subject to the provisions of this subsection (g) and subsection (i) Trustee may take possession below, foreclosure of and sell a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the PropertyLeasehold Mortgage, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale conveyance of the Property leasehold interest under the Lease from Lessee to Lender by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (virtue or in case lieu of foreclosure or other appropriate proceedings in the default nature thereof, shall not require the consent of Lessor or constitute a breach of any purchaser to resell) provision of or a default under the PropertyLease and upon such foreclosure, sale or conveyance, Lessor shall recognize Lender, or any part thereofother foreclosure sale purchaser or recipient of any deed in lieu, all in accordance as the Lessee under the Lease; provided: (i) Lender shall have fully complied with the laws or rules provisions of court this Agreement applicable prior to gaining possession of the Commonwealth Premises and Lender or the foreclosure sale purchaser or deed in lieu recipient, as the case may be, who is to become the Lessee under the Lease shall comply with the provisions of Virginia relating to deeds this Agreement applicable after gaining possession of trust, including any amendments thereofthe Premises; (ii) Lender, or additions theretothe foreclosure sale purchaser or deed in lieu recipient, as the case may be, who is to become the Lessee under the Lease shall be responsible for taking such actions as shall be necessary to obtain possession of the Premises; and (iii) Lender, or the foreclosure sale purchaser or deed in lieu recipient, as the case may be, who is to become the Lessee under the Lease shall execute, acknowledge and deliver to Lessor an instrument in form satisfactory to Lessor pursuant to which Lender or the foreclosure sale purchaser or deed in lieu recipient, as the case may be, expressly assumes all obligations of the Lessee under the Lease, which do not materially change instrument shall contain the same representation and release by the entity assuming the Lessee’s obligations under the Lease as are made by Lender pursuant to Section 3 of this Agreement. If there are two or impair more Leasehold Mortgages or foreclosure sale purchasers (whether of the remedysame or different Leasehold Mortgages), Lessor shall have no duty or obligation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or foreclosure sale purchasers. In connection with If Lender becomes the Lessee under the Lease, or under any foreclosurenew lease obtained pursuant to subsection (h) below, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to shall not be personally liable for the Property as they deem advisable, all obligations of which shall constitute “Expenses” (hereinafter defined). In the case of any sale Lessee under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice Lease accruing prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by the period of time that Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of is the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertyLessee thereunder.

Foreclosure. (i) Trustee may take possession of and sell the Property, or any part thereof requested by Lender Xxxxxx to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary (i) to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee may or Beneficiary may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Trustee is hereby (A) assents further authorized and empowered, either after or without such entry, to the passage of a decree for the sale sell and dispose of the Property en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor, by advertisement or in any manner provided by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case laws of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties jurisdiction in which the Property is located or at such time or times (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be required provided by law; and Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorney's fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor and the heirs, successors and assigns of Grantor, and all other persons claiming the Property aforesaid, or any part thereof by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon the purchasers at any such sale to see to the application of the purchase money. In addition to the above remedies, it is agreed that upon the occurrence of an Event of Default, Beneficiary may, at its option (to be exercised at any time that said Event of Default continues to exist), without demand or notice, request the Trustee, and the Trustee shall be, and is hereby authorized and empowered to proceed with foreclosure and sale of the Property by advertisement or in any manner provided by the laws of the Commonwealth of Virginia or rule of court state in which the Property is located in satisfaction of the Commonwealth of Virginiaitem in default as if under a full foreclosure, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any but without declaring the unmatured portion of the other Loan DocumentsIndebtedness due; such sale shall be made subject to the unmatured portion of the Indebtedness and it is agreed that such sale shall not in any manner affect the unmatured portion of the Indebtedness, includingbut as to such unmatured portion, this instrument shall remain in full force and effect just as though no sale had been made under the provisions of this paragraph and it is further agreed that several sales may be made without limitationexhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the covenants, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, conditions or taking possession of, or selling, the Propertystipulations set out herein.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (ia) Upon the occurrence of an Event of Default under Section 12.1 or any other event defined in this Deed of Trust as an “Event of Default,” Lender may invoke the power of sale and any other remedies permitted by Virginia law or provided in this Instrument or in any other Loan Document. Grantor acknowledges that Xxxxxx may exercise the power of sale granted by this Instrument without prior judicial hearing to the extent allowed by Virginia law. On the application of Lender, Trustee may take possession of is hereby authorized and empowered to expose at one or more sales and sell the Property, Property or any part thereof requested by Lender to be soldat public action, in such manner, at such time and place, upon such terms and conditions, and in connection therewith Grantor hereby (A) assents to upon such public notice as the passage of a decree Trustee may deem best for the sale interest of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession all concerned consisting of and sell (or advertisement in case a newspaper of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties city in which the Property or any part thereof is located for at least once a week for two successive weeks or for such other period as applicable law may require, and, upon compliance by the purchaser with the terms of sale and applicable law, convey the Property in fee simple to and at such the cost of the purchaser, who shall not be liable to see to the application of the purchase money. Lender shall have the right to bid at any sale thereunder through a credit bid against the Obligations and other indebtedness and obligations secured hereby, or otherwise. The Trustee may require the successful bidder at any sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) of the bid before the bid is received. If Collateral is sold hereunder, it need not be at the place of sale. The published notice of public sale, however, shall state the time or times as and place where the Collateral may be required inspected prior to sale. In the event a proceeding to exercise the power of sale contained herein is begun but not completed, Grantor shall pay all expenses incurred by the laws Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the Commonwealth secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of sale in accordance with Section 55-59.1 of the Code of Virginia and two and fifty hundreds percent (2.50%) of the secured debt existing (including expenses and partial commission provided herein) after the issuance of such notice and prior to sale. Such expenses and partial commission may be paid by Xxxxxx on behalf of Grantor but, in any event, shall be secured by this Deed of Trust. The foregoing shall in no way be construed to limit the powers of sale or rule restrict the discretion Trustee may have under the provisions applicable law. (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by Xxxxxx or otherwise brought by Xxxxxx to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyfor $10.

Foreclosure. (i) Trustee In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, or upon the happening of any of the events specified in the last preceding paragraph, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take possession such steps as may be necessary to liquidate and reduce to cash in the hands of and sell Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the Property, whole or any part thereof requested by Lender to be soldof the Collateral in such order as Pledgee may elect, and in connection therewith Grantor hereby (A) assents any such sale may be made either at public or private sale at its place of business or elsewhere, or at any broker's board or securities exchange, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of the Collateral will be equal to the passage public market price then in effect, or, if at the time of a decree sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Property Collateral would have to be registered under the Securities Act of 1933, as amended, and that the expenses of such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Pledgee and Pledgor hereby agree that such private sale will be at a purchase price mutually agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price established by a majority of three independent appraisers knowledgeable of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the equity court having jurisdictionPledgee to do so, one named by Pledgee within such ten (10) day period, and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within thirty (B30) authorizes and empowers Trustee to take possession of and sell (or in case days of the default appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any purchaser to resell) or all Collateral so sold and hold the Propertysame thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, or any part thereofnotices of sale, all in accordance with the laws or rules advertisements and presence of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessaryproperty at sale are hereby waived, and (z) make such repairs and additions Pledgee is hereby authorized to the Property as they deem advisable, all sell hereunder any evidence of which shall constitute “Expenses” (hereinafter defined)debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the case event of the nonpayment of any sale under this Deed of Trustindebtedness when due, whether by virtue of judicial proceedings acceleration or otherwise, Pledgeholder will, at the Property may be sold as an entirety direction of Pledgee, either deliver the Collateral to Pledgee or in parcels, by one (1) sale or by several sales, follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any fixtures successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, her lawful attorney-in-fact to take such action as may be deemed by Trustee necessary or appropriate to cause the Collateral to be appropriate and without regard transferred to Pledgee or to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documentspurchaser, including, without limitation, reasonable attorney’s fees(a) to date and filling any stock assignments necessary for the transfer in question, court costs(b) to deliver same together with the certificate(s), receiver’s feesif any, management fees and costs incurred in evidencing the repair, maintenance and operation of, Collateral to be transferred to the Pledgee or taking possession of, or selling, the Propertypurchaser.

Foreclosure. (i) The Trustee may take possession of and sell the Property, or any part thereof requested by Lender the Beneficiary to be sold, and in connection therewith the Grantor hereby (Aa) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (Bb) authorizes and empowers the Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws Laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender the Beneficiary and/or the Trustee may (ya) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (zb) make such repairs and additions Additions to the Property as they deem reasonably advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed reasonably advisable by the Trustee to be appropriate and without regard to any right of the Grantor or any other person Person to the marshalling of assets. Any sale hereunder may be made at public auction, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times times, at such place or places, and upon such terms and conditions and after such previous public notice as may be the Trustee shall deem appropriate and advantageous and as required by Law. Upon the laws terms of such sale being complied with, the Trustee shall convey to, and at the cost of, the purchaser or purchasers the interest of the Commonwealth Grantor in the Property so sold, free and discharged of Virginia and from all estate, title or rule of court interest of the Commonwealth Grantor, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of Virginiathe purchase money. The proceeds of such sale or sales under this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustee and applied as follows: First, to pay (a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, among other things, a counsel fee of $6,500 to the attorneys representing the Beneficiary and the Trustee for conducting the proceedings if without contest, but if legal services be rendered to the Trustee and the Beneficiary in connection with any contested matter in the proceedings, then such other counsel fees shall be allowed and paid out of the `proceeds of such sale or sales as the court having jurisdiction may deem proper, and such other times (b) a Trustee' commission equal to the commission allowed Trustee for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all of the Obligations and by such other methodsall interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and Lastly, to pay the surplus, if any, as Trusteeto the Grantor or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property, in its sole discretionand less the Expenses, shall deem advantageous and properif any, of obtaining possession. “Expenses” means all costs and expenses Immediately upon the filing of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in foreclosure under this Deed of Trust or any Trust, there shall also become due and owing by the Grantor a commission on the total amount of the other Loan DocumentsObligations then due equal to one-half of the percentage allowed as commission to Trustee making sales under orders or decrees of the equity court having jurisdiction, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in no Person shall be required to receive only the repair, maintenance and operation of, or taking possession of, or selling, aggregate amount of the PropertyObligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. (ia) Upon the occurrence and during the continuance of a default, Trustee may take possession is authorized and empowered and it shall be Trustee’s special duty at the request of and Beneficiary to sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the PropertyCollateral, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcelsparcels as Beneficiary may elect, at such place or places and otherwise in the manner and upon such notice as may be required by one law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the Property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. Cumulative of the foregoing and the other provisions of this Section 4.4, as to any portion of the Collateral located in the State of Texas, such sales of all or any part of such Collateral shall be conducted at the courthouse of any county (1whether or not the counties in which such Collateral is located are contiguous) in the State of Texas in which any part of such Collateral is situated, at public venue to the highest bidder for cash between the hours of ten o’clock a.m. and four o’clock p.m. on the first Tuesday in any month or at such other place, time and date as provided by the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust, after having given notice of such sale in accordance with such statutes. A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW BENEFICIARY OR TRUSTEE TO TAKE THE GRANTED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY GRANTOR UNDER THIS INSTRUMENT. (b) Upon the occurrence and during the continuance of a default, Beneficiary may exercise its rights of enforcement with respect to the Collateral under the UCC, as amended from time to time, or by several salesunder the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Beneficiary may enter upon the Lands or otherwise upon Grantor’s premises to exclude Grantor therefrom or to take possession of, assemble and collect the Collateral, operate the Collateral or to render it unusable; and (ii) Beneficiary may require Grantor to assemble the Collateral and make it available at a place Beneficiary designates which is mutually convenient to allow Beneficiary or Trustee to take possession or dispose of the Collateral; and (iii) written notice mailed to Grantor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests created or evidenced hereby, the Collateral, or any fixtures part thereof, may, at the option of Beneficiary, be sold, as a whole or in parts, together or separately (including where a portion of the Lands are sold, the Collateral encumbered by this Deed of Trust related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition. Should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.7 as if the same were sales proceeds (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and one or more successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Instrument and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Beneficiary, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Beneficiary shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the same time and place appointed for such sale as the Property or in one (1) or more sales, without further notice except as may be deemed required by law. Trustee or its successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be appropriate due and without regard to any right of Grantor payable, or any other person as to the marshalling request to sell, or as to notice of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by publication Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Loan Agreement or any other Loan Document, all persons dealing with the Collateral shall be entitled to rely on any document, or certificate, of Beneficiary as to the occurrence of an event, such as a “default”, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for Trustee, Beneficiary, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at least one (1) newspaper published the time of or having general circulation in the county or counties in which prior to such sale, the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypart thereof.

Foreclosure. (ia) Should Lender have elected to accelerate the Debt, Lender may initiate foreclosure of the Property by requesting the Trustee may take possession to effectuate a non-judicial foreclosure sale in accordance with Article 2A of Chapter 45 of the North Carolina General Statutes. For purposes of this Section 15.3, the term “Property” is limited to the Land and Improvements thereon. Trustee, upon the written request of Lender, shall be authorized and empowered, in accordance with applicable law relating to non-judicial foreclosure sales then in effect, including the giving of Notice of Hearing, if any, then required by law, to foreclose the lien of this Security Instrument under power of sale, and sell and dispose of the Property en masse or in separate parcels (as Lender may elect) and all the right, title and interest of Borrower therein, by sale to the highest bidder at any place then authorized by law as may be specified in the notice of such sale. Upon final completion of such sale, Trustee shall execute a conveyance of the Property, or applicable portion thereof, to the purchaser. Borrower hereby waives all right to the marshalling of Borrower’s assets encumbered by this Security Instrument and all rights to require the Property to be sold in several parcels. The purchaser at the sale shall not be responsible for the application of the proceeds. Nothing herein dealing with foreclosure procedures which specifies any part thereof requested particular actions to be taken by Trustee or Lender shall be deemed to contradict the requirements and procedures (now or hereafter existing) of North Carolina law and any such contradiction shall be resolved in favor of North Carolina law applicable at the time of foreclosure. The sale or sales by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold, and in connection therewith Grantor hereby (A) assents to if the passage proceeds of a decree for such sale or sales of less than the sale whole of the Property shall be less than the aggregate of the Debt and the expenses thereof, this Security Instrument and the lien, security interest and assignment hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale or sales had been made; provided, however, that Borrower shall never have any right to require the sale or sales of less than the whole of the Property, but Lender shall have the right, at its sole election, to request Trustee to sell less than the whole of the Property. Upon the occurrence and during the continuance of an Event of Default, the holder of the Debt or any part thereof on which the payment is delinquent shall have the option to proceed with foreclosure in satisfaction of such item either through non-judicial or judicial proceedings or by directing Trustee to proceed as if under a full foreclosure, conducting the sale as herein provided without declaring the entire Debt due, and if sale is made because of non-payment of an installment, or a part of any installment, such sale may be made subject to the unmatured part of the Debt and it is agreed that such sale, if so made, shall not in any manner affect the unmatured part of the Debt, but as to such unmatured part this Security Instrument shall remain in full force and effect as though no sale had been made under the provisions of this subparagraph. Several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Debt. At any such sale (1) Borrower hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee with respect to the identity of Lender, the occurrence or existence of any Event of Default, the acceleration of the maturity of any of the Debt, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms and manner of sale, and receipt, distribution and application of the money realized therefrom, or the due and proper appointment of a substitute Trustee, and, without being limited by the foregoing, with respect to any other act or thing having been duly done by Lender or by Trustee hereunder, shall be taken by all courts of law and equity court having jurisdictionas prima facie evidence that the statements or recitals state facts and are without further question to be so accepted, and Borrower hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof, and (B2) authorizes subject to any rights of third parties, the purchaser may disaffirm any easement granted, or rental, lease or other contract made in violation of any provision of this Security Instrument, and empowers Trustee to may take immediate possession of the Property free from, and sell (despite the terms of, such grant of easement and rental or in case lease contract. Lender may bid and become the purchaser of the default of any purchaser to resell) the Property, all or any part thereofof the Property at any trustee’s or foreclosure sale hereunder, and the amount of Lender’s successful bid may be credited on the Debt. Said sale shall forever be a bar against Borrower, its heirs, legal representatives, successors and assigns, and all other persons claiming under it. It is expressly agreed that the recitals in each conveyance to the purchaser shall be full evidence of the truth of the matters therein stated, and all lawful prerequisites to said sale shall be conclusively presumed to have been performed. (b) Trustee may require minimum bids at any foreclosure sale and may cancel and abandon the sale if no bid is received equal to or greater than any such minimum bid. If foreclosure should be commenced by Trustee, Lender may at any time before the sale direct Trustee to abandon the sale for any reason, and may at any time or times thereafter direct Trustee to again commence foreclosure. Irrespective of whether foreclosure is commenced by Trustee, Lender may at any time after the occurrence of any Event of Default institute suit for collection of the Debt or foreclosure of the lien of this Security Instrument. If Lender should institute suit for collection of the Debt or foreclosure of the lien of this Security Instrument, Lender may at any time before the entry of final judgment dismiss the same, and require Trustee to sell the Property in accordance with the laws or rules provisions of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertySecurity Instrument.

Foreclosure. (ia) Trustee may take possession All fees, costs and expenses of and sell the Property, or any part thereof requested kind incurred by Lender to be sold, and Beneficiary in connection therewith Grantor hereby (A) assents to the passage with foreclosure of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, including without limitation the costs of any appraisals of the Trust Property obtained by virtue Beneficiary, all costs of judicial any receivership for the Trust Property advanced by Beneficiary, and all reasonable attorneys' fees and consultants' fees incurred by Beneficiary (including charges of in-house counsel), appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to title, as Trustee or Beneficiary may reasonably deem necessary either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceedings the true conditions of the title to or otherwisethe value of the Trust Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the Obligations and may be included as part of the amount owing from Trustor to Beneficiary at any foreclosure sale. (b) The proceeds of foreclosure sale of the Trust Property shall be distributed and applied in the following order of priority: first, on account of all costs and expenses incident to the foreclosure proceedings, including without limitation all such items as are mentioned in Section 4.4(a) hereof; second, to the payment of all sums expended under the terms hereof not then repaid, with accrued interest at the Default Rate; third, to the payment of all other Obligations; and lastly, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methodsremainder, if any, as to the person or persons legally entitled thereto. (c) In case of an insured loss after judicial foreclosure or Trustee's sale proceedings have been instituted, in its sole discretionthe proceeds of any insurance policy or policies, if not applied to rebuilding or restoring the buildings or improvements, shall be used to pay the amount due upon the Obligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the consent of Trustor, to assign any and all insurance policies to the purchaser at the sale, or to take such other steps as Beneficiary or Trustee may deem advantageous and proper. “Expenses” means all costs and expenses advisable to cause the interest of such purchaser to be protected by any of the such insurance policies. (d) To the fullest extent allowable by law, Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the event of any nature whatsoever incurred at any time and from time sale or sales pursuant to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust Trust. -------------------------------------------------------------------------------- (e) Nothing in this Section 4.4 dealing with foreclosure procedures or specifying particular actions to be taken by Beneficiary or by Trustee or any similar officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, and any such inconsistency shall be resolved in favor of Colorado law applicable at the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertytime of foreclosure.

Foreclosure. (ia) Upon the occurrence of a default, Trustee may take possession is authorized and empowered and it shall be Trustee's special duty at the request of and Lender to sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the PropertyMortgaged Properties, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcelsparcels as Lender may elect, at such place or places and otherwise in the manner and upon such notice as may be required by one law or, in the absence of any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. Cumulative of the foregoing and the other provisions of this Section 4.4, sales of all or any part of the Mortgaged Properties shall be conducted at the courthouse of any county (1whether or not the counties in which the Mortgaged Properties are located are contiguous) in the State of Texas in which any part of the Mortgaged Properties is situated, at public venue to the highest bidder for cash between the hours of ten o'clock a.m. and four o'clock p.m. on the first Tuesday in any month or at such other place, time and date as provided by the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust, after having given notice of such sale in accordance with such statutes. (b) Upon the occurrence of a default, Lender may exercise its rights of enforcement with respect to the Collateral under the UCC of Texas. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) to the extent permitted by law, Lender may enter upon the Mortgaged Properties or by several salesotherwise upon Mxxxxxxxx's premises to take possession of, assemble and collect the Collateral or to render it unusable; (ii) Lender may require Mortgagor to assemble the Collateral and make it available at a place Lender designates which is mutually convenient to allow Lender to take possession or dispose of the Collateral; (iii) written notice mailed to Mortgagor as provided herein at least ten (10) days prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any part thereof, and the Mortgaged Properties, or any fixtures part thereof, may, at the option of Lender, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Mortgaged Properties is sold, the Collateral encumbered by this Deed of Trust related thereto may be sold in connection therewith); (v) the expenses of sale provided for in Section 4.5 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.5 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be sold, and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Lxxxxx, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Lender shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by announcement at the same time and place appointed for such sale as the Property or in one (1) or more sales, without further notice except as may be deemed required by law. The Trustee or his successor or substitute, and the Lender acting under power of sale, respectively, may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be appropriate due and without regard to any right of Grantor payable, or any other person as to the marshalling request to sell, or as to notice of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any sale by publication the Trustee, or any successor or substitute trustee, as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee or the appointment of any substitute or successor trustee, or as to any act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Trustee, Lxxxxx, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at least one (1) newspaper published the time of or having general circulation in the county or counties in which prior to such sale, the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypart thereof.

Foreclosure. (i) Trustee may take possession Upon the occurrence of an Event of Default, it shall be lawful for the Mortgagee and sell the Mortgagee is hereby authorized and empowered to foreclose this Mortgage under court action, and to cause to have sold the Mortgaged Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in separate lots or parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to principles of marshalling, at public auction for cash, after having first complied with all applicable requirements of South Carolina law with respect to the foreclosure of mortgages. Upon any foreclosure sale, the Mortgagee may bid for and purchase the Mortgaged Property, and upon compliance with the terms of sale, may hold, retain and possess and dispose of the Mortgaged Property in its own absolute right in fee simple and without further accountability. Any foreclosure sale may at the Mortgagee's sole option either include or exclude any portion of Grantor the Mortgaged Property which is subject to the Uniform Commercial Code (which portion, if excluded, shall be subject to such other rights and remedies as are set forth herein) with any such sale(s) to be under the judgment or decree of a Court of competent jurisdiction. The Mortgagee shall further, at its option, be authorized to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and the failure to name any such tenants as parties defendant to any such foreclosure proceedings and to foreclose their rights xxxx not be, nor asserted by the Mortgagor or any other person persons to the marshalling of assetsbe, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior a defense to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required any proceedings instituted by the laws Mortgagee to collect the sums secured hereby. The Mortgagee shall have the right to credit the amount of its bid, should it be the successful bidder on the Mortgaged Property or any portion thereof, upon the unpaid outstanding amount of the Commonwealth Indebtedness secured hereby in lieu of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertycash payment therefor.

Foreclosure. After acceleration of the Maturity Date (i) Trustee may take possession as defined in the Note), subject to Wisconsin law, Lender shall also have the right immediately to foreclose this Mortgage. Upon the filing of any complaint for that purpose, the court in which such complaint is filed may, upon application of Lender or at any time thereafter, either before or after foreclosure sale, and sell without notice to Borrower or to any party claiming under Borrower, without regard to the solvency or insolvency at the time of such application of any person then liable for the payment of any Secured Obligation, without regard to the then value of the Property, and without requiring any bond from the complainant in such proceedings, appoint a receiver for the benefit of Lender (which may be Lender), with power to take possession, charge and control of the Property, to operate or lease the same, to keep the improvements thereon insured and in good repair, and to collect any part thereof revenues of operation or rents during the pendency of such foreclosure suit, and, in case of foreclosure sale and a deficiency, during any period of redemption. The court shall, if requested by the receiver, authorize such receiver to pay the net amounts remaining in the receiver’s hands, after deducting reasonable compensation for the receiver and the receiver’s counsel to be allowed by the court, to Lender to be sold, held and in connection therewith Grantor hereby (A) assents applied to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all Secured Obligation in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereofLoan Documents. This Mortgage may be foreclosed once against all, or additions theretosuccessively against any portion or portions, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to of the Property as they deem advisableLender may elect. This Mortgage and the right of foreclosure shall not be impaired or exhausted by one or any foreclosure or by one or any sale, and may be foreclosed successively and in parts, until all of which shall constitute “Expenses” the Property has been foreclosed against and sold. Borrower agrees that Lender may elect to foreclose and select any redemption period authorized by law. Borrower expressly agrees that Lender may utilize § 846.103, Wis. Stats. (hereinafter definedor any other provisions provided in Chapter 846), or any successors thereto, to reduce the redemption period in any foreclosure action, upon waiving the right to judgment for a deficiency. In the case of any sale under foreclosure (or commencement thereof or preparation therefor) of this Deed Mortgage in any court, all expenses of Trustevery kind paid or incurred by Lender for the enforcement, protection or collection of this Mortgage, including reasonable costs, reasonable attorneys’ fees, stenographers’ fees, costs of advertising, costs of documentary evidence of title (including title insurance) and all other related charges and costs, shall be paid by virtue Borrower. Without limitation of judicial proceedings or otherwisethe foregoing, Borrower agrees to the Property provisions of § 846.103, Wis. Stats., as the same may be sold as an entirety amended or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and renumbered from time to time time, permitting Lender, upon waiving the right to judgment for a deficiency, to hold the foreclosure sale of real estate three (whether before or 3) months after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyforeclosure judgment is entered.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law, (i) Trustee ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Mortgaged Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney-in-fact, enter upon and take possession of the Mortgaged Property and sell may manage, rent or lease the Property, Mortgaged Property or any part portion thereof requested by Lender to be soldupon such terms as Mortgagee may deem expedient, and in connection therewith Grantor hereby (A) assents to collect, receive and receipt for all rentals and other income therefrom and apply the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, as agent or attorney-in-fact, either after or without such entry, to sell and dispose of the default Mortgaged Property EN MASSE or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagors therein, by advertisement or in any purchaser manner provided by the laws of the jurisdiction in which the Mortgaged Property is located, (MORTGAGORS HEREBY EXPRESSLY WAIVE ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to resellissue, execute and deliver a deed of conveyance, all as then may be provided by law; and Mortgagee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Mortgaged Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to the Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (provided Mortgagee has provided Mortgagors with notice within ten (10) days of such expenditure [otherwise, interest shall accrue at the PropertyDefault Rate from the date Mortgagors are notified of such expenditure]) (as defined in the 1995 Notes or the 2001 Notes), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Xxxxxxxxxx, the heirs, successors and assigns of Xxxxxxxxxx, and all other persons claiming the Mortgaged Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Mortgagors. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including Indebtedness may purchase the Mortgaged Property or any amendments part thereof, or additions thereto, which do and it shall not materially change or impair the remedy. In connection with be obligatory upon any foreclosure, Lender and/or Trustee may (y) procure purchaser at any such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions sale to see to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws application of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypurchase money.

Foreclosure. (i) Trustee may take possession All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all trust in accordance with the laws or rules of court of the Commonwealth State of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories Nevada are hereby adopted and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by incorporated into this Deed of Trust may be sold at the same sale as the Property or by this reference and in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for accordance with such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided privileges: (a) The Trustee may, and upon the written request of Beneficiary shall, with or without entry, personally or by its agents or attorneys insofar as applicable pursuant to and in accordance with the laws of Nevada: (i) cause any or all of the Mortgaged Property to be sold under the power of sale granted by this Deed of Trust or any of the other Loan DocumentsDocuments in any manner permitted by applicable law. For any sale under the power of sale granted by this Deed of Trust, includingTrustee or Beneficiary must record and give all notices required by law and then, upon the expiration of such time as is required by law, may sell the Mortgaged Property, and all estate, right, title, interest, claim and demand of Trustor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property (and, to the extent permitted by applicable law, may elect to deem all of the Mortgaged Property to be real property for purposes thereof), and at such time or place and upon such terms as Trustee and Beneficiary may determine and shall execute and deliver to the purchaser or purchasers thereof a deed or deeds conveying the property sold, but without limitationany covenant or warranty, reasonable attorney’s feesexpress or implied, court costs, receiver’s fees, management fees and costs incurred the recitals in the repairdeed or deeds of any facts affecting the regularity or validity of a sale will be conclusive against all persons. In the event of a sale, maintenance by foreclosure or otherwise, of less than all of the Mortgaged Property, this Deed of Trust shall continue as a lien and operation ofsecurity interest on the remaining portion of the Mortgaged Property; or (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust as a mortgage; and in this connection Trustor does hereby expressly waive to the extent permitted by law its right of redemption after a mortgage foreclosure sale; or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Mortgaged Property and of all the earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to by Trustor; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note or in this Deed of Trust, or taking possession ofin aid of the execution of any power herein granted, or sellingfor any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Beneficiary shall select. (b) The Trustee may adjourn from time to time any sale by it made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or sales and, except as otherwise provided by any applicable provision of law, the Trustee without further notice or publication, may make such sale at the time and place to which the sale shall be so adjourned; (c) Upon the completion of any sale or sale made by the Trustee under or by virtue of this Section, the Trustee shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof to the extent permitted by law. Any such sale or sales made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof from through or under the Trustor. (d) In the event of any sale made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the entire principal of and interest on the Note and all accrued interest on the Note, and all other sums required to be paid by the Trustor pursuant to the Note and this Deed of Trust shall be due and payable, anything in the Note or in this Deed of Trust to the contrary notwithstanding. (e) The purchase money proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by the Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, shall be applied as required by Section 40.462 of the Nevada Revised Statutes. (f) Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or granted in accordance with the laws of the state in which the Property is located or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Beneficiary may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of the Trustor secured by this Deed of Trust the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct under this Deed of Trust. The Beneficiary upon so acquiring the Mortgaged Property, or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner provided by applicable laws.

Foreclosure. (i) If any Event of Default shall occur and be continuing, the Collateral Trustee may take possession exercise, in addition to all other rights and remedies granted to it in this Collateral Trust and Security Agreement and in any other instrument, document or agreement securing, evidencing or relating to the Series B Notes, all rights and remedies of a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, to the extent permitted by law, the Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and sell place of public or private sale) to or upon the Property, Grantor or any part thereof requested by Lender to be soldother Person (all and each of which demands, advertisements and in connection therewith Grantor notices are hereby (A) assents to expressly waived), may forthwith collect, receive, appropriate and realize upon the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the PropertyCollateral, or any part thereof, all and may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, at a public or private sale or sales, at any exchange or broker’s board or at any of the Collateral Trustee’s offices or elsewhere at such price or prices as it may deem satisfactory, for cash or on credit or for future delivery without assumption of any credit risk, and the Collateral Trustee may enter into any property where any Collateral is located and take possession thereof with or without judicial process; provided, however, that notwithstanding anything to the contrary contained in this Collateral Trust and Security Agreement, the Collateral Trustee may not take any action to foreclose or otherwise realize upon the Collateral or to take possession of the Collateral except in express accordance with the laws Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or rules recondition the Collateral or otherwise prepare it for disposition in any manner and to the extent that the Collateral Trustee deems appropriate. The Collateral Trustee shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of court said Collateral so sold on behalf of the Commonwealth Lenders, and to offset the purchase price thereof against the Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of Virginia relating to deeds any claim or right of trustwhatsoever kind, including any amendments thereof, right or additions theretoequity of redemption in the Grantor, which do not materially change right or impair equity is, to the remedyextent permitted by law, hereby waived and released. In connection with Upon any foreclosuresuch sale, Lender and/or the Collateral Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and released, and any rights of stay or appraisal which the Grantor has or may have under any rule of law or statute how existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may (y) procure fix in the notice of such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make sale. At any such repairs and additions to private or public sale the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property Collateral may be sold as an entirety or in separate parcels, by one (1) as the Collateral Trustee may determine. The Collateral Trustee shall not be obligated to make any sale pursuant to any such notice. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by several salesannouncement at the time and place fixed for such sale, and such sale may without further notice be made at any fixtures time or Collateral encumbered by this Deed of Trust place to which the same may be sold at the same so adjourned. In case of any sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor all or any other person to part of the marshalling of assets, for cash, Collateral on credit or for other property, for immediate or future delivery, the Collateral so sold may be retained by the Collateral Trustee until the selling price is paid by the purchaser thereof, but the Collateral Trustee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such price failure, such Collateral may again be sold upon like notice. The Collateral Trustee, however, instead of exercising the power of sale herein conferred upon it may proceed by a suit or prices suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and on Security Agreement and sell the Collateral or any portion thereof, under a judgment or decree of court or courts of competent jurisdiction, the Grantor having been given notice of all such terms having first given such notice prior action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the sale Collateral Trustee at places that the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such timecollection, place sale, enforcement or other realization of all or any part of the Collateral, and any other cash at the time held by the Collateral Trustee pursuant to the terms of this Collateral Trust and Security Agreement, shall be applied by publication the Collateral Trustee: (i) First, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in at least one connection with this Collateral Trust and Security Agreement or the exercise of any right or remedy hereunder, including the costs and expenses of any collection, sale, enforcement or other realization, and the costs and expenses incidental to the care or safe-keeping of any or all of the Collateral until such costs and expenses shall be paid in full; (1ii) newspaper published Second, application to payment of the Series B Notes (including any principal, interest, fees or having general circulation expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in full; and (iii) Third, after the county irrevocable payment in full of the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or counties in which the Property is located or at such time or times Persons as may be required by law. To the laws extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the Commonwealth of Virginia repossession, retention or rule of court sale of the Commonwealth Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in Section 11 hereof) of Virginia, the time and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses place of any nature whatsoever incurred at any time and from time to time (whether before public sale or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, time after which a private sale may take place and that such notice is reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in notification of such matters. The Grantor shall remain liable for any deficiency if the repair, maintenance and operation of, proceeds of any sale or taking possession of, or sellingdisposition of the Collateral are insufficient to pay all amounts to which the Lenders are entitled, the PropertyGrantor also being liable for the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary (i) to be exercised at any time that said Event of Default continues to exist), become immediately due and payable for all purposes without any notice or demand, except as required by law (ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee may or Beneficiary may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Trustee is hereby (A) assents further authorized and empowered, either after or without such entry, to the passage of a decree for the sale sell and dispose of the Property en masse or in separate parcels (as Trustee may think best), and all the right, title and interest of Grantor, by advertisement or in any manner provided by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case laws of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties jurisdiction in which the Property is located or at such time or times (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be required provided by law; and Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorney's fees as herein provided, pay to Beneficiary or the legal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor and the heirs, successors and assigns of Grantor, and all other persons claiming the Property aforesaid, or any part thereof by, from, through or under Grantor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon the purchasers at any such sale to see to the application of the purchase money. In addition to the above remedies, it is agreed that upon the occurrence of an Event of Default, Beneficiary may, at its option (to be exercised at any time that said Event of Default continues to exist), without demand or notice, request the Trustee, and the Trustee shall be, and is hereby authorized and empowered to proceed with foreclosure and sale of the Property by advertisement or in any manner provided by the laws of the Commonwealth of Virginia or rule of court state in which the Property is located in satisfaction of the Commonwealth item in default as if under a full foreclosure, but without declaring the unmatured portion of Virginiathe Indebtedness due; such sale shall be made subject to the unmatured portion of the Indebtedness and it is agreed that such sale shall not in any manner affect the unmatured portion of the Indebtedness, but as to such unmatured portion, this instrument shall remain in full force and such other times effect just as though no sale had been made under the provisions of this paragraph and by such other methodsit is further agreed that several sales may be made without exhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the covenants, if anyconditions or stipulations set out herein. APPRAISEMENT, as Trustee, in its sole discretion, shall deem advantageous STAY AND REDEMPTION LAWS. Grantor expressly waives and proper. “Expenses” means relinquishes the benefit of all costs and expenses laws now existing or that may hereafter be enacted providing for any appraisement before sale of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan DocumentsProperty, includingcommonly known as Appraisement Laws, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred also the benefit of all laws that may hereafter be enacted in any way extending the repair, maintenance and operation oftime for the enforcement or the collection of the Indebtedness, or taking possession ofcreating or extending a period for redemption from any sale made to collect the Indebtedness, or selling, the Propertycommonly known as Stay Laws and Redemption Laws.

Foreclosure. Subject to Article 38 hereof, if any Event of Default shall have occurred and the Mortgage Notes shall have been declared due and payable, the Mortgagee, for the benefit of the Holders (ias defined in the Indenture), may at any time proceed, at law or in equity or otherwise, to enforce the payment of the Mortgage Notes in accordance with the terms thereof and: (a) Trustee to institute an action to foreclose its interest under and the lien of this Mortgage against any of the Properties by judicial foreclosure sale or strict foreclosure in one proceeding or against portions of the Properties in a series of separate proceedings, and to have the same sold under the judgment or decree of a court of competent jurisdiction or proceed to take any of such actions; and (b) to take such other action at law or in equity or otherwise for the enforcement of this Mortgage and the realization on the security or any other security herein or elsewhere provided for, as the law may take possession allow (including by power of sale), and sell may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt, together with all other sums payable by Mortgagor in accordance with the provisions of the Mortgage Notes and this Mortgage, and all sums which may have been advanced by the Mortgagee for taxes, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Properties, all costs of suit, together with interest thereon at such interest rate as may be awarded in any judgment obtained by the Mortgagee, as the case may be, from and after the date of any foreclosure sale until actual payment is made to the Mortgagee of the full amount due the Mortgagee, and attorneys' fees through and including all appellate levels; and (c) to sell, assign, transfer and deliver the whole or, from time to time, any part of any Property, or any interest in any part thereof requested thereof, at any private sale or at public auction permitted by Lender to be soldlaw, with such demand, advertisement or notice as required by law, and on such other terms as required or permitted by law. Before taking title to any Property, the Mortgagee, at the expense of the Mortgagor, may determine whether any environmental hazards exist at the Property in connection therewith Grantor hereby (A) assents to respect of which the passage Mortgagee may become liable by taking title, which determination may include the performance of a decree for the sale an environmental audit of the Property by a qualified professional if the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of Mortgagee determines that reasonable prudence warrants the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale performance of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyan audit.

Foreclosure. (ia) Should Lender have elected to accelerate the Debt, Lender may initiate foreclosure of the Property by requesting the Trustee may take possession to effectuate a non-judicial foreclosure sale in accordance with Article 2A of Chapter 45 of the North Carolina General Statutes. For purposes of this Section 15.3, the term “Property” is limited to the Land and Improvements thereon. Trustee, upon the written request of Lender, shall be authorized and empowered, in accordance with applicable law relating to non-judicial foreclosure sales then in effect, including the giving of Notice of Hearing, if any, then required by law, to foreclose the lien of this Security Instrument under power of sale, and sell and dispose of the Property en masse or in separate parcels (as Lender may elect) and all the right, title and interest of Borrower therein, by sale to the highest bidder at any place then authorized by law as may be specified in the notice of such sale. Upon final completion of such sale, Trustee shall execute a conveyance of the Property, or applicable portion thereof, to the purchaser. Borrower hereby waives all right to the marshalling of Borrower’s assets encumbered by this Security Instrument and all rights to require the Property to be sold in several parcels. The purchaser at the sale shall not be responsible for the application of the proceeds. Nothing herein dealing with foreclosure procedures which specifies any part thereof requested particular actions to be taken by Trustee or Lender shall be deemed to contradict the requirements and procedures (now or hereafter existing) of North Carolina law and any such contradiction shall be resolved in favor of North Carolina law applicable at the time of foreclosure. The sale or sales by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold, and in connection therewith Grantor hereby (A) assents to if the passage proceeds of a decree for such sale or sales of less than the sale whole of the Property shall be less than the aggregate of the Debt and the expenses thereof, this Security Instrument and the lien, security interest and assignment hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale or sales had been made; provided, however, that Borrower shall never have any right to require the sale or sales of less than the whole of the Property, but Lender shall have the right, at its sole election, to request Trustee to sell less than the whole of the Property. Upon the occurrence and during the continuance of an Event of Default, the holder of the Debt or any part thereof on which the payment is delinquent shall have the option to proceed with foreclosure in satisfaction of such item either through non-judicial or judicial proceedings or by directing Trustee to proceed as if under a full foreclosure, conducting the sale as herein provided without declaring the entire Debt due, and if sale is made because of non-payment of an installment, or a part of any installment, such sale may be made subject to the unmatured part of the Debt and it is agreed that such sale, if so made, shall not in any manner affect the unmatured part of the Debt, but as to such unmatured part this Security Instrument shall remain in full force and effect as though no sale had been made under the provisions of this subparagraph. Several sales may be made hereunder without exhausting the right of sale for any unmatured part of the Debt. At any such sale (1) Borrower hereby agrees, in its behalf and in behalf of its heirs, executors, administrators, successors, personal representatives and assigns, that any and all recitals made in any deed of conveyance given by Trustee with respect to the identity of Lender, the occurrence or existence of any Event of Default, the acceleration of the maturity of any of the Debt, the request to sell, the notice of sale, the giving of notice to all debtors legally entitled thereto, the time, place, terms and manner of sale, and receipt, distribution and application of the money realized therefrom, or the due and proper appointment of a substitute Trustee, and, without being limited by the foregoing, with respect to any other act or thing having been duly done by Lender or by Trustee hereunder, shall be taken by all courts of law and equity court having jurisdictionas prima facie evidence that the statements or recitals state facts and are without further question to be so accepted, and Borrower hereby ratifies and confirms every act that Trustee or any substitute Trustee hereunder may lawfully do in the premises by virtue hereof, and (B2) authorizes subject to any rights of third parties, the purchaser may disaffirm any easement granted, or rental, lease or other contract made in violation of any provision of this Security Instrument, and empowers Trustee to may take immediate possession of the Property free from, and sell (despite the terms of, such grant of easement and rental or in case lease contract. Lender may bid and become the purchaser of the default of any purchaser to resell) the Property, all or any part thereofof the Property at any trustee’s or foreclosure sale hereunder, and the amount of Lender’s successful bid may be credited on the Debt. Said sale shall forever be a bar against Borrower, its heirs, legal representatives, successors and assigns, and all other persons claiming under it. It is expressly agreed that the recitals in each conveyance to the purchaser shall be full evidence of the truth of the matters therein stated, and all lawful prerequisites to said sale shall be conclusively presumed to have been performed. DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT (Cleveland County) – Page 16 21478-3715/Pacific Current Partners – NC & SC MHC Financing (b) Trustee may require minimum bids at any foreclosure sale and may cancel and abandon the sale if no bid is received equal to or greater than any such minimum bid. If foreclosure should be commenced by Trustee, Lender may at any time before the sale direct Trustee to abandon the sale for any reason, and may at any time or times thereafter direct Trustee to again commence foreclosure. Irrespective of whether foreclosure is commenced by Trustee, Lender may at any time after the occurrence of any Event of Default institute suit for collection of the Debt or foreclosure of the lien of this Security Instrument. If Lender should institute suit for collection of the Debt or foreclosure of the lien of this Security Instrument, Lender may at any time before the entry of final judgment dismiss the same, and require Trustee to sell the Property in accordance with the laws or rules provisions of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertySecurity Instrument.

Foreclosure. (i) Trustee The Beneficiary, with or without entry, personally or by its agents or attorneys, insofar as applicable, may take possession (i) sell or instruct the Jurisdictional Trustee, if applicable, to sell, to the extent permitted by law and pursuant to the power of sale granted herein, all and sell singular the Property, or any part thereof requested by Lender to be soldTrust Estate, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdictionall estate, right, title and interest, claim and demand therein, and (B) authorizes and empowers Trustee to take possession right of and sell (or in case of the default of any purchaser to resell) the Property, or any part redemption thereof, all in accordance with the laws at one or rules of court of the Commonwealth of Virginia relating to deeds of trustmore sales, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, and at such times and places as required or permitted by one (1) sale law and as are customary in any county or by several sales, parish in which a Property is located and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale upon such terms as the Property or Beneficiary may fix and specify in one (1) or more sales, as may be deemed by Trustee the notice of sale to be appropriate and without regard to any right of Grantor or any other person given to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices Mortgagor (and on such terms having first given such other notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county otherwise given as provided by law), or counties in which the Property is located or at such time or times as may be required by law; (ii) institute (or instruct the Jurisdictional Trustee to institute) proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the Commonwealth jurisdiction or jurisdictions in which the Trust Estate or any part thereof is located, or under any other applicable provision of Virginia law; or rule of court (iii) take all steps to protect and enforce the rights of the Commonwealth Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of Virginiaany covenant, condition or agreement contained in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement or any other appropriate legal or equitable remedy), or otherwise, as the Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) The Beneficiary (or the Jurisdictional Trustee, as applicable), may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such other times and by sales as to any part of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any Property, this Mortgage is made upon any statutory conditions of the state in which such other methodsProperty is located, and, for any breach thereof or any breach of the terms of this Mortgage, the Beneficiary shall have the statutory power of sale, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses provided for by the laws of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysuch State.

Foreclosure. If any Event of Default shall have occurred and be continuing, Trustee or Beneficiary may at any time proceed, at law or in equity or otherwise: (ia) Trustee may to institute an action to foreclose its interest under the Lien of this Mortgage against the Mortgaged Property by judicial foreclosure sale or strict foreclosure in one proceeding or against portions of the Mortgaged Property in a series of separate proceedings, and to have the same sold under the judgment or decree of a court of competent jurisdiction or proceed to take possession any of such actions; ____________________________ /2/ The leasehold mortgage will provide that with respect to payment or performance of comparable obligations under an unsubordinated ground lease and sell the Propertyleasehold mortgage, payment or performance of the obligation under the ground lease will satisfy payment and performance of the comparable leasehold mortgage obligation. (b) to take such other action at law or in equity or otherwise for the enforcement of this Mortgage and the realization, upon obtaining a judgment for foreclosure, on the security or any part thereof requested by Lender to be soldother security herein or elsewhere provided for, in such manner and at such times as the law may allow, and in connection therewith Grantor hereby (A) assents may proceed therein to the passage of a decree for the sale of the Property by the equity court having jurisdictionextent permitted, and (B) authorizes subject to the limitations imposed, by law to final judgment and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, execution for all sums payable by Grantor in accordance with the laws or rules of court provisions of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories Credit Agreement and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, includingand all sums which may have been advanced by Beneficiary in accordance with the provisions of this Mortgage, without limitationfor Taxes and Other Charges, reasonable attorney’s feeswater or sewer rents, court costscharges or claims, receiver’s feespayment on prior liens, management insurance or repairs to the Mortgaged Property, all costs of suit, together with interest thereon at such interest rate as may be awarded in any judgment obtained by Beneficiary, as the case may be, from and after the date of any foreclosure sale until actual payment is made to Beneficiary of the full amount due Beneficiary, and attorneys' fees through and costs incurred in including all appellate levels; and/or (c) to sell, assign, transfer and deliver the repairwhole or, maintenance and operation offrom time to time, any part of the Mortgaged Property, or any interest in any part thereof, at any private sale or at public auction permitted by law, with such demand, advertisement or notice as required by law, and on such other terms as required or permitted by law. After an Event of Default has occurred and is continuing, and before taking title to or possession ofof all or any portion of the Mortgaged Property, or sellingBeneficiary may order the performance of environmental assessments of the Mortgaged Property by qualified professionals, the Propertyreasonable cost of which shall be borne by Grantor and secured hereby.

Foreclosure. (ia) The Indenture Trustee or the Deed of Trust State Trustee, as the case may take possession be, may at a foreclosure sale sell as part of the Estate the Grantor's interest as the lessor under the Lease subject to the Lease and the rights of the Lessee under the Lease, except that if a Lease Event of Default has occurred and is continuing and the Lessee has been dispossessed or if the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, is taking action to dispossess the Lessee, then the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, may sell the Property, Estate free and clear of the Lease or any part thereof requested by Lender rights the Lessor or Lessee may have under the Lease. (b) Subject to Section 8.01, if any Event of Default shall have occurred and be soldcontinuing, and in connection therewith Grantor hereby (A) assents to the passage Indenture Trustee may, at any time, at its election, and, at the written request of a decree for Majority in Interest of Secured Note Holders shall, proceed at law or in equity or otherwise to enforce the sale payment of the Property by Secured Notes at the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all time Outstanding in accordance with the laws terms hereof and thereof and the Indenture Trustee or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust State Trustee, as the case may be sold be, may, at any time, at its election, and, at the same sale as written request of a Majority in Interest of Secured Note Holders shall, foreclose the Property or Lien of this Indenture in one (1) or more salesproceedings as against all or, as may be deemed to the extent permitted by Trustee to be appropriate and without regard to law, any right part of Grantor the Estate, or any other person to interest in any part thereof. (c) Upon the marshalling occurrence and continuance of assetsan Event of Default, for cash, on credit the Indenture Trustee or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust State Trustee, as the case may be, at the written request of a Majority in Interest of Secured Note Holders shall have the right to proceed with foreclosure (judicial (as the sole foreclosure remedy with respect to the Mortgage Properties) or any nonjudicial) of the other Loan DocumentsLiens, includingsecurity titles and security interests pursuant to this Indenture without declaring the entire secured indebtedness due, and in such event any such foreclosure sale may be made subject to the unmatured part of the secured indebtedness contemplated hereby; and any such sale shall not in any manner affect the unmatured part of the secured indebtedness, but as to such unmatured part this Indenture shall remain in full force and effect just as though no sale had been made. The proceeds of such sale shall be applied as provided in Section 6.05 hereof. Several sales may be made hereunder without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in exhausting the repair, maintenance and operation of, or taking possession of, or selling, right for any unmatured part of the Propertysecured indebtedness. (d) The parties hereto agree to be bound by Section 6.19 of the Participation Agreement.

Foreclosure. (a) Upon the happening of any and every such Event of Default, Borrower (i) Trustee may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents declares its assent to the passage passing of a decree for the sale of any or all of the Property or any estate or interest therein by the any equity court having jurisdictionjurisdiction over the sale of the Property, and (Bii) authorizes and empowers the Trustee to take possession of and sell (any or in case all of the default Property to sell any or all of any purchaser to resell) the Property, it or any part thereof, all estate or interest therein in accordance with the laws or rules provisions of court Rule W of the Commonwealth Maryland Rules of Virginia Procedure, of Title 7 of the Real Property Article of the Annotated Code of Maryland, as amended, an/or of any other public or local law relating to or affecting deeds of trusttrust or security agreements, including any amendments thereof, thereof or additions thereto, which do not materially change . Neither the foregoing assent to decree nor the foregoing power of sale shall be exhausted if such proceeding or impair sale is dismissed or canceled before the remedy. In connection with indebtedness is paid in full. (b) If any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to or all of the Property as they deem advisable, all or any estate or interest therein is to be sold under the provisions of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of TrustInstrument, by virtue of a judicial proceedings sale or otherwise, the Property it may be sold at public auction, as an in entirety or in one or more parcels, by one (1) sale or by several salessales held at one time or at different times, and with such postponement of any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same such sale as the Property or in one (1) or more sales, as Trustee may be deemed by Trustee to be deem appropriate and without regard to any right of Grantor Borrower or any other person to the marshalling of assets, for cash, on credit . The Trustee shall hold such sale or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or sales at such time or times and at such place or places, and shall make sales upon such terms and conditions and after such previous public notice as may be required by law and as the laws Trustee may deem appropriate. METLIFE may bid and become the purchaser at any such sale, and shall, upon presentation of the Commonwealth Note or a true copy thereof at such sale, be credited for the unpaid balance due under the Note and any interest accrued and unpaid thereon, or such portion of Virginia such unpaid balance or rule interest as METLIFE may specify, against any price bid by METLIFE thereat. The terms of court sale being complied with, the Trustee shall convey to and at the cost of the Commonwealth purchaser at such sale Xxxxxxxx's interest in so much of Virginiathe Property as is so sold, free of and discharged from all estate, right, title or interest of Borrower at law or in equity, such purchaser being hereby discharged from all liability to see to the application of the purchase money. (c) Upon any sale of Xxxxxxxx's interest in any or all of the Property, whether under the assent to a decree or power of sale herein granted, or by other foreclosure or judicial proceedings, the Trustee shall apply the proceeds of such sale, together with any other sum then held as security hereunder or due under any of the provisions hereof as part of the Property (after paying all expenses of sale, including attorneys' fees and a commission to the party marking the sale equal to the commission allowed to trustees for making sales of property under orders or decrees of a court having competent jurisdiction, and such all taxes and assessments which the Trustee or the METLIFE deem it advisable or expedient to pay and all sums advanced, with interest thereon at the default rate set forth in the Note; as herein provided) to the payment of the aggregate indebtedness then secured hereby and interest thereon to the date of payment and any other times and by such other methodsamounts secured hereunder, paying over the surplus, if any, less the expense, if any, of obtaining possession, to the Borrower or any person entitled thereto upon the surrender and delivery to the purchaser of possession of the Property. (d) Immediately upon the first insertion of any advertisement or notice of any such sale, there shall become due and owing by Borrower all expenses incident to such advertisement or notice, all court costs and all expenses incident to any foreclosure proceedings brought under this Instrument or otherwise in connection with such sale, and a commission on the total amount of the principal indebtedness; then secured hereby equaling one-half of the commission allowed to trustees for making sales of property under orders or decrees of a court having competent jurisdiction, and no party shall be required to receive the principal, interest and prepayment fee only of said indebtedness in satisfaction thereof unless it is accompanied by a tender of payment of such expenses, costs and commissions. (e) Notwithstanding the relationship of parties constituting Borrower, and as Trusteean express inducement to METLIFE to make the loan or loans secured hereby, and for other good and valuable consideration to Borrower in hand paid, receipt whereof is hereby acknowledged, Borrower does hereby waive for itself (as well as all of its partners), its successors and assigns, in its sole discretionthe event of foreclosure of this Instrument, shall deem advantageous and proper. “Expenses” means all costs and expenses an equitable right, otherwise available to it, in respect to marshalling of any nature whatsoever incurred at any time and from time to time assets hereunder. (whether before or after f) In the event of a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed sale of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation part of, or taking possession interest in, the Property in satisfaction of part of the debt secured by this Instrument, this Instrument shall, as to the remaining part of, or sellinginterest in, the Property, continue as a lien for the remainder of the debt. (g) Any sale of the Property or any part thereof or any interest therein, whether pursuant to foreclosure or power of sale or otherwise hereunder, shall forever be a perpetual bar against Borrower.

Foreclosure. (ia) If an Event of Default shall have occurred and be continuing, Collateral Agent shall be entitled to proceed to foreclose this Deed of Trust and to take any and all necessary legal steps to pay the Indebtedness secured hereby and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest therein, and all expenses of all proceedings in connection therewith, including reasonable attorneys' fees. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. (b) Collateral Agent may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Collateral Agent, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned. (c) Upon the completion of any sale or sales made by Collateral Agent under or by virtue of this Section 3.4, Collateral Agent, Trustee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Each of Trustee and Collateral Agent is hereby irrevocably appointed the true and lawful attorney of Grantor, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Property and rights so sold and for that purpose Collateral Agent or Trustee may take possession execute all necessary instruments of conveyance, assignment and sell transfer, and may substitute one or more persons with like power, Grantor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any such sale or sales made under or by virtue of this Section 3.04 shall operate to divest all the Propertyestate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Grantor and against any and all persons claiming or who may claim the same, or any part thereof requested from, through or under Grantor. (d) Upon any sale made under or by Lender to be soldvirtue of this Section 3.04, Collateral Agent may bid for and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of acquire the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, thereof and in lieu of paying cash therefor may make settlement for all in accordance with the laws or rules of court a portion of the Commonwealth purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of Virginia relating the sale and the costs of the action and any other sums which Collateral Agent is authorized to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale deduct under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

Foreclosure. (i) Upon the occurrence and during the continuance of a ----------- Default, the Trustee may or his or her successor or substitute is authorized and empowered and it shall be his or her special duty at the request of the Administrative Agent to take possession of and all actions necessary to sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Mortgaged Property, or any part thereof, all situated in the State of Texas in accordance with the laws or rules of court statutes of the Commonwealth State of Virginia relating to deeds Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by the Trustee hereunder may be of the entire Mortgaged Property, including any amendments thereofas an entirety, or additions thereto, which do not materially change or impair in such parcels as the remedy. In connection with any foreclosure, Lender and/or Trustee Administrative Agent may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several salesrequest, and any fixtures sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or Collateral encumbered by sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust may be sold at and the same lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale as the Property or in one (1) or more saleshad been made; provided, as may be deemed by Trustee to be appropriate and without regard to however, that Grantor shall never have any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to require the sale of less than the whole of the Mortgaged Property but the Administrative Agent shall have the right, at its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. After each sale, the Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of Grantor, conveying the Property so sold to the purchaser or purchasers in fee simple with general warranty of title, and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Trustee shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by any sale held hereunder by the Trustee or his or her substitute or successor, and such power of sale may be exercised from time to time and as many times as the Administrative Agent may deem necessary until all of the Mortgaged Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of the Administrative Agent, such sale shall not exhaust the power of sale hereunder and the Administrative Agent shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds given by the Trustee or any successor or substitute appointed hereunder as to nonpayment of the Secured Indebtedness, or as to the occurrence of any Default, or as to the Administrative Agent having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of the Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by publication in at least the Administrative Agent or by such Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee or his or her successor or substitute may appoint or delegate any one (1) newspaper published or having general circulation more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustee, including the posting of notices and the conduct of sale, but in the county or counties in which the Property is located or at such time or times as may be required by the laws name and on behalf of the Commonwealth of Virginia Trustee or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before his or after a Default) by Lender her successor or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysubstitute.

Foreclosure. (i) Trustee The Lender may take possession foreclose this Deed of Trust and sell the Property, exercise its rights as a secured party for all or any part thereof requested by Lender to be soldportion of the Obligations which is then due and payable, and in connection therewith Grantor hereby (A) assents subject to the passage continuing lien of a decree this Deed of Trust for the sale of balance not then due and payable. To the Property extent permitted by law, Lender may, at its option, direct the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of all or any portion of the Property and proceed to sell (the same as a whole or in case parts or parcels, at public auction, for cash or credit, upon any terms the Trustee shall deem appropriate, and to have the Trustee take any or all other actions set forth herein or in any of the default Loan Documents. To the extent permitted by law, the Borrower consents that such sale may be made of any purchaser to resell) the Property as a whole or in parcels and that real property and personal property may be separately sold or sold as one lot, all as the Trustee in its discretion may determine, and further consents that the sale may be on or off the Property. A bidder’s deposit of not more than ten (10) percent of the sale price may be required (which, as to the Lender, may be in the form of a credit against the unpaid Obligations). Before such sale at public auction is made, there shall first be advertisement of the date, time, place and terms of such sale at least once a week for three successive weeks in the legal notice section of a newspaper having a general circulation in the city or county in which the Property is then located. Such advertisements shall set forth all matters required by Virginia law. This is the “advertisement required” by this Deed of Trust and no other or different advertisement shall be necessary. The Trustee may act hereunder although it may have been, may now be or may hereafter be attorney-in-fact of the Lender in respect to all or any part thereof, all in accordance with the laws or rules of court of the Commonwealth Obligations or in respect to any matter of Virginia relating business whatsoever. The Lender may become the purchaser of all or any portion of the Property so sold and no purchaser shall be required to deeds see to the proper application of the purchase money except as may otherwise be required by law. Unless otherwise required by law, the Trustee shall apply the proceeds of any such sale first, to discharge the expenses of executing the trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions a reasonable commission to the Property as they deem advisable, all of Trustee which shall constitute “Expenses” not exceed two and one-half percent (hereinafter defined). In 21/2%) of the case gross proceeds of any sale under sale; second, to discharge all taxes, levies and assessments, with costs and lawful interest if they have priority over the lien of this Deed of Trust, by virtue including the due pro rata portion thereof for the current year; third, to discharge in the order of judicial proceedings or otherwisetheir priority the remaining Debt, the Property may be sold as an entirety or in parcelsif any, by one (1) sale or by several sales, and any fixtures or Collateral encumbered secured by this Deed of Trust may Trust, and any liens of record inferior to this Deed of Trust, with lawful interest; and, fourth, the residue of the proceeds shall be sold paid to the Borrower or its successors or assigns; provided, however, that as to such residue the Trustee shall not be bound by any inheritance, devise, conveyance, assignment or lien of or upon the Borrower’s equity, without actual notice thereof prior to distribution. If the Lender instructs the Trustee to proceed to sell all or any portion of the Property in accordance with the procedure set forth hereinabove and such procedure is terminated prior to such sale by the Trustee, the Lender shall pay a reasonable commission to the Trustee in an amount which is customarily paid in Virginia as compensation for such services rendered by the Trustee, but not exceeding one percent (1%) of the outstanding balance of the Obligations, and the amount of such commission paid shall be added to the Obligations and shall earn interest at the same Default Rate. The Trustee shall have the right exercisable in its discretion to postpone such sale as of the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to shall advertise the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in postponement at least one (1) newspaper published or having general circulation once a week for three successive weeks in the county newspaper or counties newspapers in which the Property is located or at such time or times as may be required by the laws notice of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysale had been published.

Foreclosure. Prior to taking title to any Property (whether by ----------- foreclosure, deed in lieu or otherwise), Beneficiary shall obtain, in each instance, at Grantor's reasonable expense a new phase I environmental report with respect to each Property, and such additional environmental studies as may be recommended in such phase I reports. (i) Trustee may take possession of and sell the PropertyBeneficiary, with or any part thereof requested without entry, personally or by Lender to be soldits agents or attorneys, insofar as applicable, and in connection therewith Grantor hereby addition to any and every other remedy, may (Ai) assents sell or instruct the Jurisdictional Trustee, if applicable, to sell, to the passage extent permitted by law and pursuant to the power of a decree for sale granted herein, all and singular the sale of the Property by the equity court having jurisdictionTrust Estate, and (B) authorizes all estate, right, title and empowers Trustee to take possession interest, claim and demand therein, and right of and sell (or in case of the default of any purchaser to resell) the Property, or any part redemption thereof, all in accordance with the laws at one or rules of court of the Commonwealth of Virginia relating to deeds of trustmore sales, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, and at such times and places as required or permitted by one (1) law and as are customary in any county or parish in which a Property is located and upon such terms as Beneficiary may fix and specify in the notice of sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard given to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices (and on such terms having first given such other notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county otherwise given as provided by law), or counties in which the Property is located or at such time or times as may be required by law; (ii) institute (or instruct the Jurisdictional Trustee to institute) proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the Commonwealth jurisdiction or jurisdictions in which the Trust Estate or any part thereof is located, or under any other applicable provision of Virginia law; or rule (iii) take all steps to protect and enforce the rights of court Beneficiary, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Mortgage, or in aid of the Commonwealth execution of Virginiaany power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Beneficiary (or the Jurisdictional Trustee, as applicable), may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such other times and by sales as to any part of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any Property, this Mortgage is made upon any statutory conditions of the State in which such other methodsProperty is located, and, for any breach thereof or any breach of the terms of this Mortgage, Beneficiary shall have the statutory power of sale, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses provided for by the laws of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysuch State.

Foreclosure. Foreclose this Mortgage by instituting a foreclosure suit in any court having jurisdiction. Borrower hereby waives all right to appraisal allowed under any Laws, which appraisal may be obtained at the option of Lender; immediately upon the failure of the Borrower to pay the indebtedness secured hereby when due, whether by demand, on acceleration pursuant to Paragraph 7.2(a) hereof, or otherwise, Lender shall have the option, in addition to and not in lieu of or substitution for all other rights and remedies provided in this Mortgage, the Note or any other agreement or document or provided by law, and is hereby authorized and empowered by the Borrower, to do any or all of the following: (i1) Trustee may take possession Commence foreclosure proceedings against the Property through judicial proceedings or by advertisement, at the option of the Lender, pursuant to the statutes in such case made and provided, and to sell the Property or to cause the same to be sold at public sale, and to convey the same to the purchaser in accordance with said statutes in a single parcel or in several parcels at the option of Lender. (2) Cause to be brought down to date an abstract or abstracts and tax histories of the Property, procure title insurance or title reports or, if necessary, procure new abstracts and tax histories. (3) Obtain a receiver to manage the Property and collect the rents, profits and income therefrom as set forth in Paragraph 7.2(g). ​ (4) In the event of any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by foreclosure, through judicial proceedings, by advertisement or otherwise, apply the equity court having jurisdictionproceeds of any such sale in the order following to: (i) all expenses incurred for the collection of the indebtedness secured hereby and the foreclosure of this Mortgage, including reasonable attorneys' fees and disbursements, or such attorneys' fees and disbursements as are permitted by law, (ii) all sums expended or incurred by the Lender directly or indirectly in carrying out the terms, covenants and agreements of this Mortgage, the Note and the other related agreements and documents, together with interest thereon as therein provided, (iii) all accrued and unpaid interest upon the indebtedness, (iv) the unpaid principal amount of the indebtedness, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resellv) the Propertysurplus, or if any part thereofthere be, all in accordance with the laws or rules of unless a court of the Commonwealth of Virginia relating to deeds of trustcompetent jurisdiction decrees otherwise, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertyBorrower.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law, (i) Trustee ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Mortgagee is hereby (A) assents further authorized and empowered, as agent or attorney in fact, either after or without such entry, to the passage of a decree for the sale sell and dispose of the Property en masse or in separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or in any manner provided by the equity court having jurisdictionlaws of the jurisdiction in which the Property is located, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and (B) authorizes to issue, execute and empowers Trustee to take possession deliver a deed of conveyance, all as then may be provided by law; and sell (or in case Mortgagee shall, out of the default proceeds or avails of any purchaser such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to resell) the PropertyIndebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all othxx xxxxxxs claiming the Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Mortgagor. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including any amendments Indebtedness may purchase the Propexxx xx xxy part thereof, or additions thereto, which do and it shall not materially change or impair the remedy. In connection with be obligatory upon any foreclosure, Lender and/or Trustee may (y) procure purchaser at any such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions sale to see to the Property as they deem advisable, all application of which shall constitute “Expenses” (hereinafter defined)the purchase money. In the case PROHIBITION ON TRANSFER/ONE-TIME TRANSFER. The present ownership and management of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located a material consideration to Mortgagee in making the loan secured by this instrument, and Mortgagor shall not (i) convey title to all or at such time or times as may be required by the laws any part of the Commonwealth of Virginia Property, (ii) enter into any contract to convey (land contract/installment sales contract/contract for deed), title to all or rule of court any part of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after Property which gives a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking purchaser possession of, or sellingincome from, the Property.Property prior to a transfer of title to all or any part of the Property ("Contract to Convey") or (iii) cause or permit a change in the proportionate ownership of

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law, (i) Trustee ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, INCLUDING WITHOUT LIMITATION NOTICE OF THE INTENT TO ACCELERATE, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law (without limiting their rights under the foregoing provisions or otherwise), either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Mortgagee is hereby (A) assents further authorized and empowered, to the passage of a decree for the sale extent permitted by applicable law, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property by the equity court having jurisdictionen masse or in separate parcels (as Mortgagee may think best), and (B) authorizes all the right, title and empowers Trustee to take possession interest of and sell (Mortgagor therein, by advertisement or in case any manner provided by applicable law, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee, to the extent permitted by applicable law, shall, out of the default proceeds or avails of any purchaser such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to resell) the PropertyIndebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Mortgagor. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee Indebtedness may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as purchase the Property or in one (1) or more salesany part thereof, as may and it shall not be deemed by Trustee obligatory upon any purchaser at any such sale to be appropriate and without regard to any right of Grantor or any other person see to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws application of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypurchase money.

Foreclosure. (i) Trustee may take Take possession of and sell the Property, or any part thereof requested by Lender the Mortgagee to be soldsold and so advertise in accordance with the Real Property Article of the Code of the State of New Hampshire or any substitutions or replacements thereto, and in connection therewith Grantor the Mortgagor hereby (Aa) assents to the passage of a decree for the sale of the Property by the equity court having jurisdictionASSENTS TO THE PASSAGE OF A DECREE FOR THE SALE OF THE PROPERTY BY THE EQUITY COURT HAVING JURISDICTION AND (b) AUTHORIZES AND EMPOWERS THE MORTGAGEE TO TAKE POSSESSION OF AND TO SELL (OR IN CASE OF ANY DEFAULT OF ANY PURCHASER TO RESELL) THE PROPERTY, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereofOR ANY PART THEREOF, all in accordance with the laws of the State or rules rule of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the such remedy. In connection with any foreclosure, Lender and/or Trustee the Mortgagees may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs all costs and additions to expenses incurred in connection therewith shall be payable by the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined)Mortgagor. In the case of any sale under this Deed of TrustMortgage, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee the Mortgagee to be appropriate and without regard to any right of Grantor the Mortgagor or any other person Person to the marshalling of assets. Any sale hereunder may be made at public auction, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times times, at such place or places, and upon such terms and conditions and after such previous public notice as may be the Mortgagees shall deem appropriate and advantageous and as required by law. Upon the laws terms of such sale being complied with, the Mortgagee shall convey to, and at the cost of, the purchaser or purchasers the interest of the Commonwealth Mortgagor in the Property so sold, free and discharged of Virginia and from all estate, title or rule of court interest of the Commonwealth Mortgagor, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of Virginiathe purchase money. The proceeds of such sale or sales under this Mortgage, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Mortgagee and applied as follows: First, to pay all costs, charges and expenses attending the execution of this trust, of taking possession of the Property or any part thereof, or any sale made as aforesaid, including but not limited to counsel fees of $5,000 to the attorneys representing the Mortgagee for conducting the proceedings if without contest, but if legal services be rendered to the Mortgagee or the Mortgagee in connection with any contested matter in the proceedings, then such other times reasonable counsel fees and by expenses shall be allowed and paid out of the proceeds of such other methodssale or sales as the court having jurisdiction may deem proper; Second, to pay all Indebtedness secured hereby including all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account, in such order and manner as the Mortgagee in its sole discretion may determine; and Lastly, to pay the surplus, if any, as Trustee, in its sole discretion, shall deem advantageous to the Mortgagor or any Person entitled thereto upon surrender and properdelivery to the purchaser or purchasers of the Property. “Expenses” means all costs and expenses Immediately upon the filing of any nature whatsoever incurred at foreclosure proceedings under this Mortgage, there shall be and become due and owing by the Mortgagor all expenses incident to any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in foreclosure proceedings under this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertyMortgage.

Foreclosure. (i) Trustee Upon the occurrence of an Event of Default or the failure of Grantor to pay and perform the Obligations hereunder, Grantee, at its option, may take possession of and sell the Property, Mortgaged Property or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to at public sale or sales before the passage of a decree for the sale door of the courthouse in the county in which the Mortgaged Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereofthereof is located to the highest bidder for cash in order to pay the Obligations and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, and all in accordance with the laws or rules of court expenses of the Commonwealth sale and of Virginia relating to deeds of trustall proceedings in connection therewith, including reasonable attorneys' fees actually incurred, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which Sheriff's sales are advertised in said county. At any amendments thereofsuch public sale, Grantee may execute and deliver to the purchaser a conveyance of the Mortgaged Property or additions theretoany part of the Mortgaged Property in fee simple, which do not materially change with full warranties of title (or impair without warranties if Grantee shall so elect) and to this end, Grantor hereby constitutes and appoints Grantee the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure agent and attorney-in-fact of Grantor to make such title reports, surveys, tax histories sale and appraisals as they deem necessaryconveyance, and (z) make such repairs thereby to divest Grantor of all right, title, interest, equity and additions equity of redemption that Grantor may have in and to the Mortgaged Property and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as they deem advisableto facts essential to a valid sale shall be binding upon Grantor. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by dissolution, insolvency or otherwise, are granted as cumulative of the other remedies provided hereby or by law for collection of the indebtedness secured hereby and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of which shall constitute “Expenses” (hereinafter defined)indebtedness secured hereby. In the case event of any such foreclosure sale under this Deed by Grantee, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of Trust, law applicable to tenants holding over. (i) Any sale made by virtue of judicial proceedings or otherwise, the Property Grantee hereunder may be sold as an entirety or in parcels, by one (1) sale or by several salessuch parcels as Grantee may request, and any fixtures or Collateral encumbered by this Deed of Trust sale may be sold adjourned by announcement at the same time and place appointed for such sale as the Property or in one (1) or more sales, without further notice except as may be deemed required by Trustee law. The sale by Grantee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and Grantee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be appropriate sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Obligations, this Security Deed and without regard the lien, security title and security interest hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made; provided, however, that Grantor shall never have any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to require the sale of less than the whole of the Mortgaged Property but Grantee shall have the right, at its sole election, to sell less than the whole of the Mortgaged Property. (ii) After each sale, payment of the purchase price to Grantee shall satisfy the obligation of purchaser at such sale therefor, and the purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by any sale held hereunder by Grantee, and such power of sale may be exercised from time to time and as many times as Grantee may deem necessary until all of the Mortgaged Property has been duly sold and all Obligations have been fully paid. (iii) In the event any sale hereunder is not completed or is defective in the opinion of Grantee, such sale shall not exhaust the power of sale hereunder and Grantee shall have the right to cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds given by Grantee as to nonpayment of the Obligations, or as to the occurrence of any Event of Default, or as to Grantee having declared all of such Obligations to be due and payable, or as to the request to sell, or as to notice of time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of sale and of the Commonwealth of Virginia properties to be sold having been duly given, or rule of court as to any other act or thing having been duly done by Grantee, shall be taken as prima facie evidence of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any truth of the other Loan Documentsfacts so stated and recited. Grantee may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Grantee, including, without limitation, reasonable attorney’s feesthe posting of notices and the conducting of sales, court costs, receiver’s fees, management fees and costs incurred but in the repair, maintenance name and operation of, or taking possession of, or selling, the Propertyon behalf of Grantee.

Foreclosure. (ia) Trustee During the continuance of a default, this Mortgage may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents foreclosed as to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the PropertyMortgaged Properties, or any part thereof, all in accordance any manner permitted by applicable law. (b) Mortgagor specifically requests that a copy of any notice of default and a copy of any notice of sale under this Mortgage be mailed to Mortgagor at the address for Mortgagor specified in this Mortgage. (c) During the continuance of a default, Agent may exercise its rights of enforcement with respect to the laws or rules of court Collateral under the Uniform Commercial Code of the Commonwealth State of Virginia relating Kansas, as amended, or under the Uniform Commercial Code or any other statute in force in any state to deeds the extent the same is applicable law. Cumulative of trustthe foregoing and the other provisions of this Section 4.4: (i) to the extent permitted by law, including Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor’s premises to take possession of, assemble and collect the Collateral or to render it unusable; and (ii) Agent may require Mortgagor to assemble the Collateral and make it available at a place Agent designates which is mutually convenient to allow Agent to take possession or dispose of the Collateral; and (iii) written notice mailed to Mortgagor as provided herein at least ten (10) Business Days (as such term is defined in the Credit Agreement, and as so defined, it is used in this Mortgage) prior to the date of public sale of the Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any amendments part thereof, and the Mortgaged Properties, or additions theretoany part thereof, which do may, at the option of Agent, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and preparing the same for sale or other disposition; and (vi) should, under this subsection, the Collateral be disposed of other than by sale, any proceeds of such disposition shall be treated under Section 4.6 as if the same were sales proceeds. (d) To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not materially change exhaust the powers of sale herein granted with respect to personal property or impair the remedy. In connection with any right to judicial foreclosure, Lender and/or Trustee and successive sale or sales may (y) procure be made until the whole of the Property shall be sold, and, if the proceeds of such title reportssale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, surveys, tax histories this Mortgage and appraisals the liens and security interests hereof shall remain in full force and effect as they deem necessary, and (z) make such repairs and additions to the unsold portion of the Property just as they deem advisablethough no sale had been made; provided, all however, that Mortgagor shall never have any right to require the sale of which shall constitute “Expenses” (hereinafter defined)less than the whole of the Property. In the case of event any sale under this Deed hereunder is not completed or is defective in the opinion of TrustAgent, by virtue such sale shall not exhaust the powers of sale hereunder with respect to personal property or the right to judicial proceedings foreclosure, and Agent shall have the right to cause a subsequent sale or otherwise, the Property sales to be made. Any sale may be sold as an entirety or in parcels, adjourned by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold announcement at the same time and place appointed for such sale as the Property or in one (1) or more sales, without further notice except as may be deemed required by Trustee law. The Agent acting under power of sale with respect to personal property may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be appropriate due and without regard to any right of Grantor payable, or any other person as to the marshalling request to sell, or as to notice of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Notwithstanding any reference herein to the Credit Agreement or any other Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of the Agent as to the occurrence of an event, such as a default, and shall not be charged with or forced to review any provision of any other document to determine the accuracy thereof. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for the Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at least one (1) newspaper published the time of or having general circulation in the county or counties in which prior to such sale, the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypart thereof.

Foreclosure. (i) Trustee The Trustees may take possession of and sell the Property, or any part thereof requested by Lender the Beneficiary to be sold, and in connection therewith Grantor the Grantors hereby (Aa) assents assent to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (Bb) authorizes authorize and empowers Trustee empower the Trustees to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws Laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender the Beneficiary and/or Trustee the Trustees may (ya) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (zb) make such repairs and additions Additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Grantor's interest in the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed 29 30 by Trustee the Trustees to be appropriate and without regard to any right of Grantor the Grantors or any other person Person to the marshalling marshaling of assets. Any sale hereunder may be made at public auction, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times times, at such place or places, and upon such terms and conditions and after such previous public notice as may be the Trustees shall deem appropriate and advantageous and as required by Law. Upon the laws terms of such sale being complied with, the Trustees shall convey to, and at the cost of, the purchaser or purchasers the interests of the Commonwealth Grantors in the Property so sold, free and discharged of Virginia and from all estate, title or rule of court interest of the Commonwealth Grantors, at law or in equity (including, but not limited to any rights under the Sub-Lease and/or the Facility Lease to occupy the Property), such purchaser or purchasers being hereby discharged from all liability to see to the application of Virginiathe purchase money, and such purchaser or purchasers having the right to terminate the Sub-Lease and/or the Facility Lease. The proceeds of such sale or sales under this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustees and applied as follows: First, to pay (a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, among other times things, a counsel fee of $5,000 to the attorneys representing the Beneficiary and by the Trustees for conducting the proceedings if without contest, but if legal services be rendered to the Trustees and the Beneficiary in connection with any contested matter in the proceedings, then such other methodscounsel fees shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper, and (b) a trustees' commission equal to the commission allowed trustees for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all of the Obligations and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and lastly, to pay the surplus, if any, as Trusteeto the Grantors or any Person entitled thereto upon surrender and delivery to the purchaser or purchasers of the Property, in its sole discretionand less the Expenses, shall deem advantageous and properif any, of obtaining possession. “Expenses” means all costs and expenses Immediately upon the filing of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in foreclosure under this Deed of Trust or any Trust, there shall also become due and owing by the Grantors a commission on the total amount of the other Loan DocumentsObligations then due equal to one-half of the percentage allowed as commission to trustees making sales under orders or decrees of the equity court having jurisdiction, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in no Person shall be required to receive only the repair, maintenance and operation of, or taking possession of, or selling, aggregate amount of the PropertyObligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. (i) Trustee Mortgagee may take possession institute an action of and sell the Propertymortgage foreclosure, or take such other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any part thereof requested by Lender to be soldother security herein or elsewhere provided for, as the law may allow, and may proceed therein to final judgment and execution for the entire unpaid balance of the principal debt, with interest thereon at the rate stipulated in connection therewith Grantor hereby (A) assents the Note to the passage date of a decree for the sale of the Property by the equity court having jurisdictiondefault, and (B) authorizes thereafter at the Default Rate specified in this Mortgage and empowers Trustee to take possession of the Note, together with the Prepayment Premium and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all sums due by Mortgagor in accordance with the laws or rules of court provisions of the Commonwealth of Virginia relating to deeds of trustNote and this Mortgage, including any amendments thereof, or additions thereto, all sums which do not materially change or impair may have been loaned by Mortgagee to Mortgagor after the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisabledate of this Mortgage, all sums which may have been advanced by Mortgagee to preserve, maintain, repair restore or rebuild the Improvements, to preserve the lien of which shall constitute “Expenses” (hereinafter defined). In this Mortgage or the case priority thereof or to enforce the provisions of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan DocumentsMortgage, including, without limitation, reasonable attorney’s feesand all sums which may have been advanced by Mortgagee for taxes, court costswater or sewer rents, receiver’s feescharges or claims, management fees payments on prior liens, insurance, utilities or repairs to the Property, all costs of suit, together with interest at the Default Rate on any judgment obtained by Mortgagee from and costs incurred in after the repair, maintenance and operation ofdate of any Referee or other judicial sale until actual payment is made of the full amount due Mortgagee. Any real estate sold pursuant to any writ of execution issued on a judgment obtained by virtue of the Note or this Mortgage, or taking possession ofpursuant to any other judicial or nonjudicial proceedings under this Mortgage, may be sold in one parcel, as an entirety, or sellingin such parcels, the Propertyand in such manner or order as Mortgagee, in its discretion, may elect.

Foreclosure. (i) Should Lender elect to foreclose by exercise of the power of sale herein contained, Lender shall notify Trustee may take possession of and Trustee shall sell the PropertyProperty in accordance with I.C. 45-1501, or any part thereof requested by Lender to be soldet. al. and, and in connection therewith Grantor hereby (A) assents to the passage event of a decree for the sale of Personalty, with the Property by Uniform Commercial Code of the equity court having jurisdictionState of Idaho, and (B) authorizes and empowers Trustee at public auction to take possession of and sell (or in the highest bidder. In case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any a sale under this Deed of Trust, by virtue of judicial proceedings or otherwisethe said Property, including the Property fixtures and the Personal Property, may be sold in one parcel. Any person except Trustee may bid at the Trustee’s sale. Trustee shall apply the proceeds of the sale as an entirety or in parcels, by one follows: (1) to the expense of sale, including a Trustee’s fee and attorney’s fee; (2) to interest due under the Deed of Trust; (3) to principal due under this Deed of Trust; (4) the surplus, if any, shall be distributed either to the persons entitled thereto or such surplus, less the clerk’s filing fee, shall be deposited with the clerk of the District Court as provided by law. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which Borrower has or by several saleshad the power to convey at the time of its execution of this Deed of Trust, and any fixtures or Collateral encumbered such as it may have acquired thereafter, subject to the requirements of I.C. 45-1509. Trustee’s deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The power of sale conferred by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methodsI.C. 45-1501 et. al. is not an exclusive remedy and when not exercised, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in may foreclose this Deed of Trust as a mortgage. The Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any of action or proceeding in which Borrower, Trustee or Lender shall be a party unless such action or proceeding is brought by the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the PropertyTrustee.

Foreclosure. (i) If any Event of Default shall occur and be continuing, the Collateral Trustee may take possession exercise, in addition to all other rights and remedies granted to it in this Collateral Trust and Security Agreement and in any other instrument, document or agreement securing, evidencing or relating to the Series B Notes, all rights and remedies of a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, to the extent permitted by law, the Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and sell place of public or private sale) to or upon the Property, Grantor or any part thereof requested by Lender to be soldother Person (all and each of which demands, advertisements and in connection therewith Grantor notices are hereby (A) assents to expressly waived), may forthwith collect, receive, appropriate and realize upon the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the PropertyCollateral, or any part thereof, all and may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, at a public or private sale or sales, at any exchange or broker’s board or at any of the Collateral Trustee’s offices or elsewhere at such price or prices as it may deem satisfactory, for cash or on credit or for future delivery without assumption of any credit risk, and the Collateral Trustee may enter into any property where any Collateral is located and take possession thereof with or without judicial process; provided, however, that notwithstanding anything to the contrary contained in this Collateral Trust and Security Agreement, the Collateral Trustee may not take any action to foreclose or otherwise realize upon the Collateral or to take possession of the Collateral except in express accordance with the laws Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or rules recondition the Collateral or otherwise prepare it for disposition in any manner and to the extent that the Collateral Trustee deems appropriate. The Collateral Trustee shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of court said Collateral so sold on behalf of the Commonwealth Lenders, and to offset the purchase price thereof against the Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of Virginia relating to deeds any claim or right of trustwhatsoever kind, including any amendments thereof, right or additions theretoequity of redemption in the Grantor, which do not materially change right or impair equity is, to the remedyextent permitted by law, hereby waived and released. In connection with Upon any foreclosuresuch sale, Lender and/or the Collateral Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and released, and any rights of stay or appraisal which the Grantor has or may have under any rule of law or statute now existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may (y) procure fix in the notice of such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make sale. At any such repairs and additions to private or public sale the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property Collateral may be sold as an entirety or in separate parcels, by one (1) as the Collateral Trustee may determine. The Collateral Trustee shall not be obligated to make any sale pursuant to any such notice. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by several salesannouncement at the time and place fixed for such sale, and such sale may without further notice be made at any fixtures time or Collateral encumbered by this Deed of Trust place to which the same may be sold at the same so adjourned. In case of any sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor all or any other person to part of the marshalling of assets, for cash, Collateral on credit or for other property, for immediate or future delivery, the Collateral so sold may be retained by the Collateral Trustee until the selling price is paid by the purchaser thereof, but the Collateral Trustee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such price failure, such Collateral may again be sold upon like notice. The Collateral Trustee, however, instead of exercising the power of sale herein conferred upon it may proceed by a suit or prices suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and on Security Agreement and sell the Collateral or any portion thereof, under a judgment or decree of court or courts of competent jurisdiction, the Grantor having been given notice of all such terms having first given such notice prior action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the sale Collateral Trustee at places that the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such timecollection, place sale, enforcement or other realization of all or any part of the Collateral, and any other cash at the time held by the Collateral Trustee pursuant to the terms of this Collateral Trust and Security Agreement, shall be applied by publication the Collateral Trustee: (i) First, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in at least one connection with this Collateral Trust and Security Agreement or the exercise of any right or remedy hereunder, including the costs and expenses of any collection, sale, enforcement or other realization, and the costs and expenses incidental to the care or safe-keeping of any or all of the Collateral until such costs and expenses shall be paid in full; (1ii) newspaper published Second, application to payment of the Series B Notes (including any principal, interest, fees or having general circulation expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in full; and (iii) Third, after the county irrevocable payment in full of the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or counties in which the Property is located or at such time or times Persons as may be required by law. To the laws extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the Commonwealth of Virginia repossession, retention or rule of court sale of the Commonwealth Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in Section 11 hereof) of Virginia, the time and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses place of any nature whatsoever incurred at any time and from time to time (whether before public sale or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, time after which a private sale may take place and that such notice is reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in notification of such matters. The Grantor shall remain liable for any deficiency if the repair, maintenance and operation of, proceeds of any sale or taking possession of, or sellingdisposition of the Collateral are insufficient to pay all amounts to which the Lenders are entitled, the PropertyGrantor also being liable for the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Lender (ibut without obligation so to do and without notice to or demand upon Borrower and without releasing Borrower from any obligation hereof, and without contesting the validity or amount of the same) Trustee shall have the right, at its option, to declare all sums secured hereby immediately due and payable and the Trustee, whether acting in person or by attorney-in-fact, appointed by instrument in writing, may take possession of and proceed to sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Propertyhereinbefore conveyed, or any part thereof, all at public vendue or outcry, at the customary place in accordance with the county where the Property is located, to the highest bidder for cash, first giving the notice required by the laws or rules of court Missouri in respect to exercising power of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue Trust and any deed of judicial proceedings trust then in effect. Trustee may postpone and change the time and place of sale of all or otherwise, any portion of the Property by public announcement at any time and place fixed by it in said notice of sale and from time to time and place to place thereafter, without any further posting or notice thereof, may postpone such sale in public announcement to the time and place fixed by such postponement, whether or not said place fixed by any postponement be sold in the same city or other place as an entirety fixed in said notice of sale. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recital in parcelssuch deed of any matters of fact or otherwise shall be conclusive proof of truthfulness thereof. Any person, by one (1) including Borrower, Trustee or Lender may purchase at such sale. The proceeds of any foreclosure sale or by several salesof the Property shall be distributed and applied in the following order of priority: First, on account of all costs and any fixtures or Collateral encumbered expenses incident to the foreclosure proceedings; Second, all other items which, under the terms hereof, constitute indebtedness secured by this Deed of Trust may be sold at additional to that evidenced by the same sale Note, with interest on such items as herein provided; Third, to interest remaining unpaid upon the Property or in one (1) or more salesNote; Fourth, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assetsprincipal remaining unpaid upon the Note; and lastly, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methodsremainder, if any, as Trustee, in its sole discretion, to the person or persons legally entitled thereto. Each time it shall deem advantageous become necessary to insert an advertisement for foreclosure and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or sellingsale is not had, the Property.Trustee shall be entitled to receive a fee for services and the amount of all advertising charges from the Borrower; and/or

Foreclosure. (i) Trustee may take possession If an Event of Default shall occur hereunder and, as a result thereof, the secured Indebtedness is accelerated and is due and payable in full, Borrower hereby grants to Lender the following irrevocable power of attorney: To sell all or any part of the PropertySecured Property at auction, at the usual place for conducting sales at the Courthouse in the County where the Land or any part thereof requested lies, in Georgia, to the highest bidder for cash, after advertising the time, terms and place of such sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper published in the County where the Land or any part thereof lies, or in the newspaper in which the Sheriffs advertisements for such County are published, or as otherwise provided or required by law, and Lender (or any person on behalf of Lender) may bid and purchase at such sale and thereupon execute and deliver to the purchaser or purchasers at such sale a sufficient conveyance of the Secured Property in fee simple, which conveyance may contain recitals as so the happening of the default on which the execution of the power of sale herein granted depends, and Borrower hereby constitutes and appoints Lender the agent and attorney-in-fact of Borrower to make such recitals and to make such sale and conveyance. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable, and are granted as cumulative of the other remedies provided hereby or by law for collection of the Indebtedness, and shall not be exhausted by one exercise thereof, but may be exercised until payment in full of all the Indebtedness. Borrower hereby covenants and agrees that the recitals, sale and conveyance so made by Lender shall be binding and conclusive upon Borrower and that the conveyance to be made by Lender shall be effective as to bar the equity of redemption of Borrower in and to the Secured Property, and Lender shall collect the proceeds of such sale and shall pay to Borrower the balance remaining, if any, after payment of the secured Indebtedness and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with accrued interest thereon, and all expenses of the sale and of all proceedings in connection therewith, including reasonable attorneys’ fees actually incurred, and any other expenses, charges and payments allowed or provided for by law, after advertising the time, place and terms of sale in accordance with applicable law. The foregoing notwithstanding, Lender may sell, or cause to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (any tangible or in case of the default of any purchaser to resell) the intangible personal Secured Property, or any part thereof, all in accordance with the laws or rules of court and which constitutes a part of the Commonwealth of Virginia relating to deeds of trustsecurity hereunder, including any amendments thereofin the foregoing manner, or additions thereto, which do not materially change or impair the remedyas may otherwise be provided by law. In connection with The Lender may bid and purchase at any foreclosure, Lender and/or Trustee such sale and may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions satisfy Lender’s obligation to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case purchase pursuant to Lender’s bid by canceling an equivalent portion of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, Indebtedness then outstanding and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysecured hereby.

Foreclosure. (ia) Trustee may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of a foreclosure sale or pursuant to any sale under this Deed of Trust, by virtue of order in any judicial proceedings proceeding or otherwise, the Mortgaged Property may be sold as an entirety in one parcel (or as one integrated unit) or separate parcels (or one or more of the interests comprising the Mortgaged Property separately from the others) in parcels, by one (1) sale such manner or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale order as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as TrusteeMortgagee, in its sole and absolute discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and may elect. (b) The Mortgagee may adjourn from time to time any foreclosure sale to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales and, except as otherwise provided by any applicable provision of law, the Mortgagee, without further notice or publication, may prosecute such sale in court at the time and place to which the same shall be so adjourned as the same may be so ordered. (whether before c) Upon the completion of any foreclosure sale, an officer of any court empowered to do so shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, granting, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. (d) Upon any sale made under or by virtue of the foreclosure of this Mortgage, the Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the Obligations the net sales price after a Defaultdeducting therefrom the expenses of the sale and the costs of the action and any other sums that the Mortgagee is entitled to receive under the Obligations, together with interest thereon. (e) No recovery of any judgment by Lender the Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or Trustee upon any other property of the Mortgagor shall affect in exercising any manner or enforcing to any extent the lien of this Mortgage upon the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of the Mortgagee hereunder, but such liens, rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, Mortgagee shall continue unimpaired. (f) The proceeds of any sale made under or taking possession of, or selling, the Property.by virtue of this Section 15 shall be applied as follows:

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law (i) Trustee ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION. BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. This Mortgage and Security Agreement is upon the statutory condition, for any breach of which Mortgagee shall have the statutory power of sale, and Mortgagee is hereby (A) assents further authorized and empowered, as agent or attorney in fact, either after or without such entry, to the passage of a decree for the sale sell and dispose of the Property by the equity court having jurisdictionen masse or in separate parcels (as Mortgagee may think best), and (B) authorizes all the right, title and empowers Trustee to take possession interest of and sell (Mortgagor therein, by advertisement or in case any manner provided by applicable law (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee, to the extent permitted by applicable law, shall, out of the default proceeds or avails of any purchaser such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys’ fees as herein provided, apply such proceeds to resell) the PropertyIndebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Mortgagor. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee Indebtedness may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as purchase the Property or in one (1) or more salesany part thereof, as may and it shall not be deemed by Trustee obligatory upon any purchaser at any such sale to be appropriate and without regard to any right of Grantor or any other person see to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws application of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypurchase money.

Foreclosure. Prior to taking title to any Property (whether by foreclosure, deed in lieu or otherwise), Lender shall obtain, in each instance, at Borrower's reasonable expense a new phase I environmental report with respect to such Property, and such additional environmental studies as may be recommended in such phase I report. (i) Trustee may take possession of and sell the PropertyLender, with or any part thereof requested without entry, personally or by Lender to be soldits agents or attorneys, insofar as applicable, and in connection therewith Grantor hereby addition to any and every other remedy, may (Ai) assents sell or instruct the Trustee to sell, to the passage extent permitted by law and pursuant to the power of a decree for sale granted herein, all and singular the sale of the Property by the equity court having jurisdictionMortgaged Property, and (B) authorizes all estate, right, title and empowers Trustee to take possession interest, claim and demand therein, and right of and sell (or in case of the default of any purchaser to resell) the Property, or any part redemption thereof, all in accordance with the laws at one or rules of court of the Commonwealth of Virginia relating to deeds of trustmore sales, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, and at such times and places as required or permitted by one (1) sale or by several sales, law and as are customary in any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties parish in which the Property is located and upon such terms as Lender (or at Trustee, as applicable) may fix and specify in the notice of sale to be given to Borrower (and on such time other notice published or times otherwise given as provided by law), or as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the Commonwealth jurisdiction in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of Virginia law; or rule (iii) take all steps to protect and enforce the rights of court Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Mortgage, or in aid of the Commonwealth execution of Virginiaany power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy), or otherwise, as Lender, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Lender (or Trustee, as applicable) may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such other times and by sales as to any part of the Mortgaged Property remaining unsold, but shall continue unimpaired until the entire Mortgaged Property shall have been sold or the Obligations satisfied. (iii) With respect to a Property, this Mortgage is made upon any statutory conditions of the State in which such other methodsProperty is located, and, for any breach thereof or any breach of the terms of this Mortgage, Lender (or Trustee, as applicable) shall have the statutory power of sale, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses provided for by the laws of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertysuch State.

Foreclosure. Upon the occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary, become immediately due and payable for all purposes without any notice or demand, except as required by law (i) ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee may or Beneficiary may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Trustee is hereby (A) assents further authorized and empowered, either after or without such entry, to the passage of a decree for the sale sell and dispose of the Property by the equity court having jurisdictionen masse or in separate parcels (as Trustee may think best), and (B) authorizes all the right, title and empowers Trustee to take possession interest of and sell (Grantor therein, by advertisement or in case any manner provided by applicable law, (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Trustee, to the extent permitted by applicable law, shall, out of the default proceeds or avails of any purchaser such sale, after first paying and retaining all reasonable fees, charges, costs of advertising the Property and of making said sale, and attorneys’ fees as herein provided, pay to resell) Beneficiary or the Propertylegal holder of the Indebtedness the amount thereof, including all sums advanced or expended by Beneficiary or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Grantor, the heirs, successors and assigns of Grantor, and all other persons claiming the Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Grantor. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee Indebtedness may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as purchase the Property or in one (1) or more salesany part thereof, as may and it shall not be deemed by Trustee obligatory upon any purchaser at any such sale to be appropriate and without regard to any right of Grantor or any other person see to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws application of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypurchase money.

Foreclosure. (ia) Trustee may take possession of and sell the PropertyAll fees, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever kind incurred by Beneficiary in connection with foreclosure of this Hyatt Gaming Deed of Trust, including without limitation the costs of any appraisals of the Trust Property obtained by Beneficiary, all costs of any receivership for the Trust Property advanced by Beneficiary, and all reasonable attorneys' fees and consultants' fees incurred by Beneficiary (including charges of in-house counsel), appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to title, as Trustee or Beneficiary may reasonably deem necessary either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceedings the true conditions of the title to or the value of the Trust Property, together with and including a reasonable compensation to Trustee, shall constitute a part of the Obligations and may be included as part of the amount owing from Trustor to Beneficiary at any time foreclosure sale. (b) The proceeds of foreclosure sale of the Trust Property shall be distributed and from time applied in the following order of priority: first, on account of all costs and expenses incident to time the foreclosure proceedings, including without limitation all such items as are mentioned in Section 4.4(a) hereof; second, to the payment of all sums expended under the terms hereof not then repaid, with accrued interest at the Default Rate; third, to the payment of all other Obligations; and lastly, the remainder, if any, to the person or persons legally entitled thereto. (whether before c) In case of an insured loss after judicial foreclosure or after a Default) by Lender Trustee's sale proceedings have been instituted, the proceeds of any insurance policy or policies, if not applied to rebuilding or restoring the buildings or improvements, shall be used to pay the amount due upon the Obligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee in exercising is hereby authorized, without the consent of Trustor, to assign any and all insurance policies to the purchaser at the sale, or enforcing any rights, powers and remedies provided in this Deed to take such other steps as Beneficiary or Trustee may deem advisable to cause the interest of Trust or such purchaser to be protected by any of the other Loan Documentssuch insurance policies. (d) To the fullest extent allowable by law, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the repairevent of any sale or sales pursuant to this Hyatt Gaming Deed of Trust. (e) Nothing in this Section 4.4 dealing with foreclosure procedures or specifying particular actions to be taken by Beneficiary or by Trustee or any similar officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, maintenance and operation of, or taking possession of, or selling, any such inconsistency shall be resolved in favor of Colorado law applicable at the Propertytime of foreclosure.

Foreclosure. (i) Trustee may take possession All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all trust in accordance with the laws or rules of court of the Commonwealth State of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories California are hereby adopted and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by incorporated into this Deed of Trust may be sold at the same sale as the Property or by this reference and in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for accordance with such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided privileges: (a) The Trustee may, and upon the written request of Beneficiary shall, with or without entry, personally or by its agents or attorneys insofar as applicable pursuant to and in accordance with the laws of California: (i) cause any or all of the Mortgaged Property to be sold under the power of sale granted by this Deed of Trust or any of the other Loan DocumentsDocuments in any manner permitted by applicable law. For any sale under the power of sale granted by this Deed of Trust, includingTrustee or Beneficiary must record and give all notices required by law and then, upon the expiration of such time as is required by law, may sell the Mortgaged Property, and all estate, right, title, interest, claim and demand of Trustor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property (and, to the extent permitted by applicable law, may elect to deem all of the Mortgaged Property to be real property for purposes thereof), and at such time or place and upon such terms as Trustee and Beneficiary may determine and shall execute and deliver to the purchaser or purchasers thereof a deed or deeds conveying the property sold, but without limitationany covenant or warranty, reasonable attorney’s feesexpress or implied, court costs, receiver’s fees, management fees and costs incurred the recitals in the repairdeed or deeds of any facts affecting the regularity or validity of a sale will be conclusive against all persons. In the event of a sale, maintenance by foreclosure or otherwise, of less than all of the Mortgaged Property, this Deed of Trust shall continue as a lien and operation ofsecurity interest on the remaining portion of the Mortgaged Property; or (ii) institute proceedings for the complete or partial foreclosure of this Deed of Trust as a mortgage; and in this connection Trustor does hereby expressly waive to the extent permitted by law its right of redemption after a mortgage foreclosure sale; or (iii) apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Mortgaged Property and of all the earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to by Trustor; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note or in this Deed of Trust, or taking possession ofin aid of the execution of any power herein granted, or sellingfor any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Beneficiary shall select. (b) The Trustee may adjourn from time to time any sale by it made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or sales and, except as otherwise provided by any applicable provision of law, the Trustee without further notice or publication, may make such sale at the time and place to which the sale shall be so adjourned; (c) Upon the completion of any sale or sale made by the Trustee under or by virtue of this Section, the Trustee shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof to the extent permitted by law. Any such sale or sales made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Trustor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Trustor and against any and all persons claiming or who may claim the same, or any part thereof from through or under the Trustor. (d) In the event of any sale made under or by virtue of this Section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the entire principal of and interest on the Note and all accrued interest on the Note, and all other sums required to be paid by the Trustor pursuant to the Note and this Deed of Trust shall be due and payable, anything in the Note or in this Deed of Trust to the contrary notwithstanding. (e) The purchase money proceeds or avails of any sale made under or by virtue of this Section, together with any other sums which then may be held by the Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, shall be applied as required by applicable law. (f) Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or granted in accordance with the laws of the state in which the Property is located or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Beneficiary may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of the Trustor secured by this Deed of Trust the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Beneficiary is authorized to deduct under this Deed of Trust. The Beneficiary upon so acquiring the Mortgaged Property, or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner provided by applicable laws.

Foreclosure. (a) Lender may exercise any or all of Lender's remedies under the Mortgage or other Loan Documents including, without limitation, acceleration of the maturity of all payments and Obligations, other than Obligations under any Swap Agreements with Lender or any of its Lender Affiliates, which shall be due in accordance with and governed by the provisions of said Swap Agreements; (b) Lender may take immediate possession of each, any and all Property or any part thereof (which Borrower agrees to surrender to Lender) and manage, control or lease the same to such Persons and at such rental as it may deem proper and collect and apply Rents (as defined in the Mortgage) to the payment of: (i) Trustee the Obligations, together with all costs and attorneys' fees; (ii) all Impositions (as defined in the Mortgage) and any other levies, assessments or liens which may take be prior in lien or payment to the Obligations, and premiums for insurance, with interest on all such items; and (iii) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possession of each, any and sell all Property and the management and operation thereof; all in such order or priority as Lender in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of each, any and all Property; (c) Lender may apply to any court of competent jurisdiction for the appointment of a receiver for all purposes including, without limitation, to manage and operate each, any and all Property or any part thereof, and to apply the Rents therefrom as hereinabove provided. In the event of such application, Borrower consents to the appointment of a receiver, and agrees that a receiver may be appointed without notice to Borrower, without regard to whether Borrower has committed waste or permitted deterioration of each, any or all of Borrower's Property, without regard to the adequacy of any security for the Obligations, and without regard to the solvency of Borrower or any other person, firm or corporation who or which may be liable for the payment of the Obligations; (d) Lender may exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon the Mortgage and sale of each, any and all Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating at public sale conducted according to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may applicable law (yreferred to as “Sale”) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times conduct additional Sales as may be required until all of the Property is sold or the Obligations are satisfied; (e) With respect to any portion of each, any and all Property governed by the laws UCC, Lender shall have all of the Commonwealth rights and remedies of Virginia a secured party thereunder. Lender may elect to foreclose upon any Property that is Fixtures under law applicable to foreclosure of interests in real estate or rule of court law applicable to personal property; (f) Lender may bid at Sale and may accept, as successful bidder, credit of the Commonwealth bid amount against the Obligations as payment of Virginiaany portion of the purchase price; and (g) Lender shall apply the proceeds of Sale, first to any fees or attorney fees permitted Lender by law in connection with Sale, second to expenses of foreclosure, publication, and such other times sale permitted Lender by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertylaw.

Foreclosure. In addition to the rights set forth above in Paragraph 20 hereof, upon an Event of Default under this Deed of Trust, the Obligations or any other agreement or assignment additionally securing the Obligations, then the Obligations then remaining unpaid shall, at the option of Grantee, become immediately due and payable regardless of maturity, without notice or demand, and this Deed of Trust shall remain in force, and the Trustee (ior successor Trustee appointed by Grantee in its sole discretion or by the Circuit Court if none is so appointed) Trustee may take possession shall, after receiving notice of the election and demand for sale from the Grantee, proceed to sell the Property, or any part thereof requested by Lender to be sold, and Mortgaged Premises as one parcel in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, its entirety or any part thereof, all either in accordance with mass or in parcels, at the Jefferson County Courthouse in the County of Jefferson, State of Missouri or such other location as such sales are customarily held, to the highest bidder for cash, first making or causing to be made or given such demands or notices of the time, terms and place of sale, and a description of the property to be sold, by advertisement published and as is provided by the laws or rules of court of the Commonwealth State of Virginia relating Missouri then in effect, and upon sale, the Trustee shall (subject to deeds any applicable statutory periods and rights of redemption) execute and deliver a deed of conveyance of the property sold to the purchaser or purchasers thereof, and any statement or recital of fact in such deed, in relation to the non­payment of the Obligations, existence of the Obligations, notice of advertisement, sale and receipt of the proceeds of sale, shall be presumptive evidence of the truth of such statements or recital, and the Trustee shall receive the proceeds of such sale out of which the Trustee shall pay: First, the cost and expenses of executing this trust, including compensation to the Trustee and to any amendments thereofattorneys employed by the Trustee or the Grantee for their services; second, or additions theretoto the Grantee, which do not materially change or impair upon the remedy. In connection with any foreclosureusual vouchers therefor, Lender and/or Trustee may (y) procure such title reportsall amounts paid for insurance, surveystaxes, tax histories and appraisals as they deem necessarylien claims, and (z) make other payments made by Grantee as provided herein, with interest thereon at the Default Rate; third, the amount due on the Obligations then due and unpaid; fourth, the amount due on any junior encumbrances, with interest; fifth, the remainder of such repairs proceeds, if any, shall be paid to Grantor. The Grantee may bid and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of become purchaser at any sale under this Deed of Trust, by virtue . Any sale of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by Mortgaged Premises under this Deed of Trust may be sold shall, without further notice, create the relation of landlord and tenant at sufferance between the same sale as purchaser and Grantor or any person holding possession of the Property or in one (1) or more salesMortgaged Premises through Grantor, as may be deemed by Trustee to be appropriate and without regard to any right upon failure of Grantor or any other such person to surrender possession thereof immediately, Grantor or such person may be removed by a writ of possession of the marshalling purchaser in any Court having venue. The Trustee may sell and convey the Mortgaged Premises under the power aforesaid, although the Trustee has been, may now be or may hereafter be attorney or agent of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior the Grantee in respect to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required loan made by the laws of Grantee evidenced by the Commonwealth of Virginia Obligations or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or in respect to any matter of business whatsoever. The Trustee hereby lets the Mortgaged Premises to Grantor until a sale be had under the foregoing provisions, upon the following terms and conditions, such letting being to ­wit: Grantor and every and all persons claiming or possessing the Mortgaged Premises, or any part thereof, by, through or under Grantor shall pay rent therefor during said term at the rate of one cent per month, payable monthly upon demand, and shall surrender immediate peaceable possession of said premises, to the purchaser thereof, under such sale, without notice or demand therefor. Should possession not be surrendered as provided for herein the purchaser shall be entitled to institute proceedings for possession as aforesaid. Except to the extent contrary to law, Grantor waives the benefit of all laws now existing or that hereafter may be enacted providing for (i) any appraisement before sale of any portion of the other Loan DocumentsMortgaged Premises, including(ii) any exemption, under and by virtue of any statute of the State of Missouri, and (iii) the benefit of all laws that may be hereafter enacted in any way extending the time for the enforcement of the collection of the Obligations or creating or extending a period of redemption from any sale made in collecting the Obligations, and Grantor hereby agrees and contracts that the laws of the State of Missouri, save as above excepted, now in force relative to the collection of the Obligations and the application to the payment thereof, are expressly adopted and made a part hereof. In any action or proceeding to foreclose this Deed of Trust, Grantee shall be at liberty to apply, without limitationnotice, reasonable attorney’s feesfor the appointment of a receiver for the rents and profits of the Mortgaged Premises, court costs, receiver’s fees, management fees and costs incurred in shall be entitled to the repair, maintenance and operation ofappointment of such a receiver as a matter of right without regard to the value of the Mortgaged Premises as security for the indebtedness due Grantee or the solvency of any person, or taking possession ofcorporation, liable for the payment of such indebtedness. The rights of Grantee under this Deed of Trust and the Note shall be separate, distinct and cumulative and none of them shall be in exclusion of the others and shall be in addition to the rights and remedies of Grantee at law or in equity. No act of the Grantee shall be construed as an election to proceed under any one provision to the exclusion of any other provision. Grantor, upon request of Grantee, shall certify, by a writing duly acknowledged to Grantee or to any proposed assignee of this Deed of Trust, the amount of principal and interest then owing on this Deed of Trust, and the Obligations, whether any offsets or defenses exist against the Obligations. Such certificate shall be executed and delivered to Grantee within ten (10) days of such request. In the event of foreclosure or deed in lieu of foreclosure of the First Mortgage, or sellingfull repayment of the Affordable Second, any provision herein or in any collateral agreement restriction the use of the Property or restricting the Borrower’s ability to sell the Property, shall automatically have no further force or effect on subsequent owners or purchasers of the Property. Any Person, including his successors and assigns, (other than the Borrower or related entity or person to the Borrower) receiving title to the Property through a foreclosure or deed in lieu of foreclosure of the First Mortgage shall receive title to the Property free and clear from such restrictions.

Foreclosure. Upon the occurrence of an Event of Default and the lapse of all applicable notice and grace periods, the entire unpaid Indebtedness shall, at the option of Mortgagee, become immediately due and payable for all purposes without any notice or demand, except as required by law, (i) Trustee ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION, OR OF THE INTENT TO EXERCISE SUCH OPTION, BEING HEREBY EXPRESSLY WAIVED), and Mortgagee may, in addition to exercising any rights it may have with respect to the Personal Property under the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Mortgagee may, to the extent permitted by applicable law, either personally or by agent or attorney in fact, enter upon and take possession of the Property and sell may manage, rent or lease the Property, Property or any part portion thereof requested by Lender to be soldupon such terms as Mortgagee may deem expedient, and collect, receive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in connection therewith Grantor case of sale. Mortgagee is hereby (A) assents further authorized and empowered, to the passage of a decree for the sale extent permitted by applicable law, as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property by the equity court having jurisdictionen masse or in separate parcels (as Mortgagee may think best), and (B) authorizes all the right, title and empowers Trustee to take possession interest of and sell (Mortgagor therein, by advertisement or in case any manner provided by applicable law, (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW), and to issue, execute and deliver a deed of conveyance, all as then may be provided by applicable law; and Mortgagee, to the extent permitted by applicable law, shall, out of the default proceeds or avails of any purchaser such sale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and attorneys' fees as herein provided, apply such proceeds to resell) the PropertyIndebtedness, including all sums advanced or expended by Mortgagee or the legal holder of the Indebtedness, with interest from date of advance or expenditure at the Default Rate (as defined in the Note), rendering the excess, if any, as provided by law; such sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against Mortgagor, the heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, all in accordance with the laws by, from, through or rules of court under Mortgagor. The legal holder of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee Indebtedness may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as purchase the Property or in one (1) or more salesany part thereof, as may and it shall not be deemed by Trustee obligatory upon any purchaser at any such sale to be appropriate and without regard to any right of Grantor or any other person see to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws application of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertypurchase money.

Foreclosure. (ia) If an Event of Default shall have occurred and be continuing, Trustee, shall, upon being so requested to do by Indenture Trustee, sell any or all of the Property at public auction for cash, on the premises or at the courthouse door in the county in which the Property is located, having first given notice of the time and place of such sale in accordance with the statute in such case provided, and convey the Property so sold to the purchaser in fee. Out of the proceeds of said sale, Trustee shall pay: all costs, charges, expenses, commissions, unpaid taxes, and fees of advertising, selling and conveying the Property and such other assessments, insurance or other fees or costs as may have been incurred; a reasonable fee not exceeding five percent (5%) of the gross proceeds of sale to Trustee, or his successor, in payment of his services hereunder and of collecting the monies secured by this Deed of Trust; a sum sufficient to pay the entire balance owing on the Obligations secured hereby; and the surplus, if any, to Grantor or the person entitled thereto. (b) Should Indenture Trustee have elected to accelerate the indebtedness secured hereby, Indenture Trustee may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale initiate foreclosure of the Property by requesting the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession effectuate a non-judicial foreclosure sale. The Trustee of this Deed of Trust shall then sell, or offer for sale, the Property at public sale to the highest bidder for cash during a three hour period between the hours of ten o'clock a.m. and sell (or four o'clock p.m. whose earliest point in case time is specified, on the first Tuesday of any month, at the area officially designated for holding such sales at the courthouse of any county in the State of Texas in which any part of the default Property is situated, after having given notice of any purchaser to resell) the Propertydate, or any part thereofthe time period, all place and terms of said sale in accordance with the laws or rules of court of the Commonwealth State of Virginia relating to Texas then in force and governing said sales of real property and improvements under powers conferred by deeds of trust, including any amendments thereof. The Property shall be sold by posting, or additions theretocausing to be posted, at least twenty-one (21) consecutive days prior to the date of said sale, written or printed notice thereof at the courthouse door in each of the counties in which do not materially change the Property is situated, designating the county where the Property will be sold and designating the date, the time period, the place and the terms of sale. A copy of such notice shall also be filed in the office of the County Clerk in each county of the State of Texas in which any part of the Property is situated at least twenty-one (21) consecutive days before the date of said sale of the Property. Indenture Trustee or impair other holders of the remedyindebtedness secured hereby shall have the right to become the purchaser at any sale held by any Trustee or substitute or successor Trustee, or by any receiver or public officer. In connection with Any Holder purchasing at any foreclosure, Lender and/or such sale shall have the right to credit the secured indebtedness owing to such Holder upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may (y) procure such title reportsappoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Grantor authorizes and empowers the Trustee to sell the Property, surveys, tax histories and appraisals in lots or parcels or as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcelsa whole, by one (1) sale or by several sales, and any fixtures held at one time or Collateral encumbered by this Deed of Trust may be sold at the same sale different times as the Property Trustee may elect (all rights to a marshaling of the Property, or to a sale in one (1inverse order of alienation, being hereby expressly waived by Grantor) or more sales, as may be deemed by Trustee and to be appropriate execute and without regard to any right of Grantor or any other person deliver to the marshalling purchaser or purchasers thereof good and sufficient deeds of assets, for cash, conveyance thereto of the estate of title then existing on credit the Property and bills of sale with covenants of general warranty. Grantor binds itself to warrant and forever defend the title of such purchaser or for other property, for immediate or future deliverypurchasers when so made by the Trustee, and for such price or prices and on such terms having first given such notice prior agrees to the sale accept proceeds of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methodssaid sale, if any, which are payable to Grantor as provided herein. In addition to the posting and filing of notices hereinabove provided, and for so long as required by law, no foreclosure under the power of sale herein contained shall be held unless Indenture Trustee, at least twenty-one (21) days preceding the date of sale and in its sole discretionthe manner prescribed by law, shall deem advantageous have served written notice of the proposed sale which designates the County where the Property will be sold and properdesignates the date, time period, the place and the terms of sale by certified mail on Grantor. “Expenses” means all costs Service of such a notice by certified mail shall be completed upon deposit of such notice, postage prepaid and expenses properly addressed to each such person or entity at the address for Grantor indicated on the first page of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any Trust, in a Post Office of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees United States Postal Service or in an official depository under the care and costs incurred in custody of the repair, maintenance and operation of, or taking possession of, or selling, United States Postal Service. The affidavit of a person knowledgeable of the Propertyfacts to the effect that such service was completed shall be prima facie evidence of the fact of service.

Foreclosure. (i) Trustee may take possession Upon the occurrence of and sell the Propertyan Event of ----------- Default, or any part thereof requested by Lender to be soldthen, and in connection therewith Grantor hereby (A) assents every such case, Lender shall have the right to foreclose the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all lien hereof in accordance with the laws applicable Florida law and to exercise any other remedies of Lender provided in any one or rules of court more of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereofDocuments, or additions theretowhich Lender may have at law, which do not materially change at equity or impair the remedyotherwise. In any suit to foreclose the lien hereof, there shall be allowed and included as additional Obligations in the decree of sale, all expenditures and expenses which may be paid or incurred by or on behalf of Lender in connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documentssuit, including, without limitation, reasonable attorney’s all attorneys' fees, court receivers' fee, environmental consultants' fees, appraisers fees, outlays for documentary and expert evidence, stenographer's charges, publication costs, receiver’s feescosts (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, management title searches and examination, title insurance policies, and similar data and assurance with respect to title as Lender may deem reasonably necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value of the Property, and any other expenses and expenditures which may be paid or incurred by or on behalf of Lender. All expenses of the nature mentioned in this Paragraph, and such other expenses and fees and costs as may be incurred in the repairprotection of the Property and rents and income therefrom and the maintenance of the lien of this Mortgage, maintenance including, without limitation, attorneys' fees shall be part of the Obligations and operation of, or taking possession of, or selling, shall be immediately due and payable by Borrower with interest thereon at the PropertyDefault Rate from the date of expenditure until paid.

Foreclosure. (ia) All fees, costs and expenses of any kind incurred by Beneficiary in connection with foreclosure of this Deed of Trust, including without limitation the costs of any appraisals of the Trust Property obtained by Beneficiary, all costs of any receivership for the Trust Property advanced by Beneficiary, and all reasonable attorneys' fees and consultants' fees incurred by Beneficiary (including charges of in-house counsel), appraisers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs and costs (which may be estimates as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examination, title insurance policies and similar data and assurances with respect to title, as Trustee or Beneficiary may take possession reasonably deem necessary either to prosecute such suit or to evidence to bidders at the sales that may be had pursuant to such proceedings the true conditions of and sell the title to or the value of the Trust Property, or together with and including a reasonable compensation to Trustee, shall constitute a part of the Obligations and may be included as part of the amount owing from Trustor to Beneficiary at any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby foreclosure sale. (Ab) assents to the passage The proceeds of a decree for the foreclosure sale of the Trust Property by shall be distributed and applied in the equity court having jurisdictionfollowing order of priority: first, on account of all costs and (Bexpenses incident to the foreclosure proceedings, including without limitation all such items as are mentioned in Section 4.4(a) authorizes hereof; second, to the payment of all sums expended under the terms hereof not then repaid, with accrued interest at the Default Rate; third, to the payment of all other Obligations; and empowers Trustee lastly, the remainder, if any, to take possession of and sell (the person or in case of the default of any purchaser to resell) the Property, or any part thereofpersons legally entitled thereto, all in accordance with the laws Indenture. (c) In case of an insured loss after judicial foreclosure or rules Trustee's sale proceedings have been instituted, the proceeds of court of any insurance policy or policies, if not applied to rebuilding or restoring the Commonwealth of Virginia relating buildings or improvements, shall be used to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair pay the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to amount due upon the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined)Obligations. In the case event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the consent of Trustor, to assign any and all insurance policies to the purchaser at the sale, or to take such other steps as Beneficiary or Trustee may deem advisable to cause the interest of such purchaser to be protected by any of the such insurance policies. (d) To the fullest extent allowable by law, Trustor hereby expressly waives any right which it may have to direct the order in which any Trust Property shall be sold in the event of any sale under or sales pursuant to this Deed of Trust, . (e) Nothing in this Section 4.4 dealing with foreclosure procedures or specifying particular actions to be taken by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale Beneficiary or by several salesTrustee or any similar officer shall be deemed to contradict or add to the requirements and procedures now or hereafter specified by Colorado law, and any fixtures or Collateral encumbered by this Deed such inconsistency shall be resolved in favor of Trust may be sold Colorado law applicable at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right time of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyforeclosure.

Foreclosure. (ia) Trustee may take possession When an Event of Default shall have occurred and sell is continuing or the PropertyObligations shall become due, whether at maturity, by acceleration or any part thereof requested by Lender otherwise, Mortgagee shall have the right to be sold, and in connection therewith Grantor hereby (A) assents to foreclose the passage of a decree for the sale consolidated lien of the Property Existing Mortgages, as amended and restated by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all this Mortgage in accordance with the laws or rules of court of the Commonwealth State of Virginia relating New York. In any suit to deeds foreclose the consolidated lien of trustthe Existing Mortgages, including any amendments thereofas amended and restated by this Mortgage, there shall be allowed and included as additional Obligations in the decree of sale, all expenditures and expenses which may be paid or additions theretoincurred by or on behalf of Mortgagee for attorneys' fees, appraisers' fees, outlays for documentary and expert evidence, stenographer's charges, publication costs, and costs (which do may be estimated as to items to be expended after entry of the decree) of procuring all abstracts of title, title searches and examinations, title insurance policies, environmental review or testing of the Premises, and similar data and assurances with respect to title and the Premises' condition as Mortgagee may in its sole discretion deem necessary either to prosecute such suit or to evidence to bidders at sales which may be had pursuant to such decree the true conditions of the title to or the value or condition of the Premises and the right to such fees and expenses shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not materially change or impair such action is prosecuted to judgment. All expenditures and expenses of the remedy. nature mentioned in this Section 20(a) shall be included in the Obligations and shall be immediately due and payable by Mortgagor, with interest thereon at the Default Rate until paid. (b) In connection with any foreclosureforeclosure sale permitted hereunder, Lender and/or Trustee may Mortgagee is hereby authorized and empowered to: (yi) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisableextent permitted by and in accordance with the applicable provisions of law with respect to real property, all sell, assign, transfer and deliver the whole or, from time to time, any part of which shall constitute “Expenses” (hereinafter defined). In the case of Premises, or any sale under this Deed of Trustinterest in any part thereof, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) at any private sale or by several salespublic auction, and any fixtures with or Collateral encumbered by this Deed without demand, advertisement or notice of Trust may be sold at the same time or place of sale as the Property or in one (1) adjournment thereof or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assetsotherwise, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other times and by such other methods, if any, as Trustee, Mortgagee in its sole discretionand absolute discretion may determine (such empowerment and procedure being hereinafter referred to as the "Power of Sale"), shall deem advantageous or (ii) foreclose the consolidated lien of the Existing Mortgages, as amended and properrestated by this Mortgage, for such indebtedness, or such part thereof, by judicial action. “Expenses” means With respect to the Power of Sale, Mortgagee may postpone sale of all costs and expenses or any portion of any nature whatsoever incurred the Premises by announcement at any the time and place of sale, and, from time to time thereafter, may further postpone such sale by announcement at the time and place fixed at the preceding postponement. Mortgagee shall deliver to the purchaser its deed or other appropriate instrument transferring title to the Premises, or the interest therein so sold, but without any covenant or warranty, express or implied. The recitals in such instrument of any matter or act shall be conclusive proof of the truthfulness thereof. In case of any sale under this Mortgage, by virtue of judicial proceedings, Power of Sale, or otherwise, the Premises may be sold in one parcel and as an entirety or in such parcels, manner or order as Mortgagee in its sole discretion may elect. (whether before c) If a foreclosure sale is made as to part, but not all of the Obligations, such sale may be subject to the continuing consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage for the unmatured part of the Obligations. Any sale pursuant to a partial foreclosure shall not in any manner affect the unmatured or after otherwise unsatisfied part of the Obligations (and Mortgagee's rights to conduct subsequent foreclosure sales with respect thereto), but, as to such unmatured or otherwise unsatisfied part this Mortgage, the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage shall remain in full force and effect as if no foreclosure sale had been made under the provisions of this Section 20. Notwithstanding the filing of any action for partial foreclosure or entry of a decree of sale therein, Mortgagee may elect at any time prior to a foreclosure sale pursuant to such decree, to discontinue such partial foreclosure and to accelerate the entire Obligations by reason of the Event of Default or Events of Default upon which such partial foreclosure was predicated or by reason of any other Event of Default, and proceed with full foreclosure proceedings. (d) In any action to foreclose the consolidated lien of the Existing Mortgages, as amended and restated by Lender this Mortgage, including a partial foreclosure, no defense, counterclaim or Trustee setoff shall be available to Mortgagor other than one which denies the existence or sufficiency of the facts upon which the foreclosure action is grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding sentence, is raised in exercising such foreclosure action, such defense, counterclaim or enforcing setoff shall be dismissed; provided, however, if such defense, counterclaim or setoff is based on a claim which could be tried in an action for money damages, such claim may be brought in a separate action which shall not thereafter be consolidated with the foreclosure action. The bringing of any rightssuch separate action for money damages shall not be deemed to afford any grounds for staying the foreclosure action. (e) Mortgagee, powers and remedies provided in this Deed of Trust or any nominee of Mortgagee, may be a purchaser of the other Loan DocumentsPremises or a portion thereof or any interest therein at any sale thereof, includingand may apply to the purchase price all or any part of the Obligations in lieu of payment in cash of the amount of such Obligations applied. Any such purchaser shall, without limitationupon any such purchase, reasonable attorney’s feesacquire good title to the properties so purchased, court costsfree of the consolidated lien of the Existing Mortgages, receiver’s feesas amended and restated by this Mortgage to the extent of the amount of Obligations so applied, management fees if less than all, and costs incurred free in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyany event of all rights of redemption in Mortgagor.

Foreclosure. (i) Trustee Lender, with or without entry, personally or by its agents or attorneys, insofar as applicable, and in addition to any and every other remedy, may take possession (i) sell to the extent permitted by law and pursuant to the power of sale granted herein, all and sell singular, the Property, or any part thereof requested by Lender to be soldand all estate, right, title and interest, claim and demand therein, and in connection therewith Grantor hereby (A) assents to the passage right of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part redemption thereof, all in accordance with the laws at one or rules of court of the Commonwealth of Virginia relating to deeds of trustmore sales, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, and at such times and places as required or permitted by one (1) sale or by several sales, law and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation are customary in the county or counties in which the Property is located and upon such terms as Lender may fix and specify in the notice of sale to be given to Borrower (and on such other notice published or at such time otherwise given as provided by law), or times as may be required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under the provisions of the laws of the Commonwealth jurisdiction or jurisdictions in which the Property or any part thereof is located, or under any other applica- ble provision of Virginia law; or rule (iii) take all steps to protect and enforce the rights of court Lender, whether by action, suit or proceeding in equity or at law (for the specific performance of any covenant, condition or agreement contained in this Security Instrument, or in aid of the Commonwealth execution of Virginiaany power herein granted, and such or for any foreclosure hereunder, or for the enforcement of any other times and by such other methodsappropriate legal or equitable remedy), if anyor otherwise, as TrusteeLender, in being advised by counsel and its sole discretionfinancial advisor, shall deem advantageous most advisable to protect and proper. “Expenses” means all costs and expenses enforce any of their rights or duties hereunder. (ii) Lender may conduct any nature whatsoever incurred at any time and number of sales from time to time time. The power of sale shall not be exhausted by any one or more such sales as to any part of the Property remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. (iii) Upon taking title to the Property (whether before by foreclosure, deed in lieu or after a Defaultotherwise) by Lender or Trustee in exercising any other purchaser or enforcing any rights, powers and remedies provided in this Deed of Trust or any assignee of the other Loan DocumentsProperty after an Event of Default, includingBorrower shall assign and transfer all of its right, without limitationtitle and interest in and to the Property to Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact to execute all documents and take all actions necessary to effectuate such assignment and transfer, reasonable attorney’s fees, court costs, receiver’s fees, management fees provided that such power may only be exercised by Lender while an Event of Default exists and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Propertyis continuing.

Foreclosure. (i) Trustee may take possession of and sell the Property, or any part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the Any sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property hereunder may be sold as an entirety or in parcelsmade at public auction, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the marshalling of assets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the county or counties in which the Property is located or at such time or times times, at such place or places, upon such terms and conditions and after such previous public notice as may be Trustee shall deem appropriate and advantageous and as required by the laws of the Commonwealth State of Virginia Maryland. Upon the terms of such sale being complied with, Trustee shall convey to, and at the cost of, the purchaser or rule purchasers the interest of court such Borrower in the Property so sold, free and discharged of and from all estate, title or interest of such Borrower, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of the Commonwealth purchase money. Lender and any affiliate thereof may be a purchaser of Virginiathe Property or of any part thereof or of any interest therein at any public sale thereof, whether pursuant to foreclosure or power of sale or otherwise hereunder, without forfeiting its right to collect any deficiency from any Borrower; and Lender may apply upon the purchase price the Debt secured hereby owing to Lender. Lender, upon any such purchase, shall acquire good title to the properties so purchased, free of the lien of this Security Instrument and free of all rights of redemption in any Borrower and free of all liens and encumbrances subordinate to this Security Instrument. The proceeds of such sale or sales under this Security Instrument, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by Trustee and applied as follows: (i) first (A) all Expenses incurred in connection with such sale or in preparing the Property for such sale and of obtaining possession including, among other things, counsel fees reasonably incurred shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper, (B) the Trustee's Commission (hereinafter defined) and expenses and (C) all taxes, levies, assessments or other charges relating to the Property which have or in the opinion of Trustee may have, priority over the lien of this Security Instrument, including the pro rata portion thereof applicable to the taxable period during which any payment is made pursuant to this subsection; (ii) second, to pay all of the Debt and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; (iii) third, to pay the amount of any liens of record inferior to this Security Instrument, together with lawful interest, and such other times lawful claims of third parties against the proceeds of any sale; and by such other methods(iv) lastly, to pay the surplus, if any, to any Borrower or any person or entity entitled thereto unless otherwise required by law or directed by a court of competent jurisdiction. In the event that the proceeds of any such sale or sales, together with all other monies at the time held by Trustee under this Security Instrument, are insufficient to pay the foregoing costs and expenses, Lender may, at its sole option, advance such sums as Trustee, Lender in its sole discretion, and absolute discretion shall deem advantageous and proper. “Expenses” means determine for the purpose of paying all or any part of such costs and expenses expenses, and all such sums so advanced shall be (A) a lien against the Property, (B) added to the amount due under the Note and secured by this Security Instrument, and (C) payable on demand with interest at the rate of interest applicable to the principal balance of the Note, from and including the date each such advance is made. In any event, each Borrower shall be liable to Lender for any deficiency if the proceeds of any nature whatsoever incurred at any time such sale or sales are insufficient to pay, in full, all amounts to be distributed pursuant to the clause (i) above. The Borrowers shall pay to Trustee a commission in the amount of two and from time to time one half percent (whether before or after a Default2.5%) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documentsthen-outstanding debt secured hereby if the Property is advertised for sale under the provisions of this Security Instrument and is not sold, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance Borrowers shall also pay or reimburse Trustee for all of Trustee's expenses and operation of, or taking possession of, or selling, disbursements hereunder regardless of whether the PropertyProperty is sold (the "Trustee's Commission").