Common use of Foreclosure Clause in Contracts

Foreclosure. 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaser.

Foreclosure. In (a) 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 event of the nonpayment of any indebtedness when dueIndebtedness secured hereby and accrued interest thereon and insurance premiums, whether by acceleration or otherwiseliens, or upon the happening of any of the events specified in the last preceding paragraphassessments, Pledgee may thentaxes and charges, or at any time thereafterincluding utility charges, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in partif any, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may electaccrued interest therein, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, as amended, and that the all 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalall proceedings in connection therewith, including all appraiser's reasonable attorneys’ fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the nonpayment purchaser or purchasers at such sale or be summarily dispossessed according to provisions of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral law applicable to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, tenants holding over. (b) Intentionally omitted. (c) Collateral Agent may adjourn from time to deliver same together with the certificate(s), if any, evidencing the Collateral time any sale by it to be transferred 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. (d) Upon the completion of any sale or sales made by Collateral Agent under or by virtue of this Section 3.04, Collateral Agent, Trustee, or an officer of any court empowered to do so, shall execute and deliver to the Pledgee 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 purchaserproperty 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 execute all necessary instruments of conveyance, assignment and 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 estate, 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 from, through or under Grantor. (e) Upon any sale made under or by virtue of this Section 3.04, Collateral Agent may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for all or a portion of the purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Collateral Agent is authorized to deduct under this Deed of Trust.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) 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 ▇▇▇▇▇▇ 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 is hereby authorized and empowered to expose at one or more sales and sell the Property or any part thereof at public action, in such manner, at such time and place, upon such terms and conditions, and upon such public notice as the Trustee may deem best for the interest of all concerned consisting of advertisement in a newspaper of general circulation in the county or 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 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 and place where the Collateral may be 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 Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the nonpayment 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 ▇▇▇▇▇▇ 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 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 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 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 take late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such steps as may sale before maturity of the Obligations, the balance thereof shall be necessary immediately due and payable; FOURTH, to liquidate pay liens of record against the Property according to their priority of lien and reduce to cash the extent that funds remaining in the hands of Pledgee in whole the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or in partassigns upon the delivery and surrender to the purchaser of possession of the Property, with less costs and expenses of obtaining possession. (c) In any foreclosure sale or without any previous demands or demand of performance or notice or advertisementsales, the whole 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 part of liens, security interests and other encumbrances and rights which are subordinate to the Collateral in such order as Pledgee lien and security interest hereof, including without limitation, any leases which may elect, be subordinate hereto; and any such sale may be made either at public or private sale at its place 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 ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of business or elsewherethe 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 at any broker's board (ii) construction activity ceases on the Property for six (6) or securities exchangemore consecutive months after having initially commenced, either for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price Grantor shall be in default of the Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day periodthis Agreement, and the third named by Lender may direct the two appraisers so selectedTrustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, with the appraisal to be rendered by such body within thirty (30) days Virginia, a municipal corporation of the appointment Commonwealth of the third appraiser. The cost of such appraisalVirginia, 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaser$10.

Foreclosure. In Subject to the event provisions of the nonpayment this subsection (g) and subsection (i) below, foreclosure of a Leasehold Mortgage or any indebtedness when duesale thereunder, whether by acceleration judicial proceedings or otherwiseby virtue of any power of sale contained in the Leasehold Mortgage, or upon any conveyance of the happening leasehold interest under the Lease from Lessee to Lender by virtue or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of Lessor or constitute a breach of any provision of or a default under the Lease and upon such foreclosure, sale or conveyance, Lessor shall recognize Lender, or any other foreclosure sale purchaser or recipient of any deed in lieu, as the Lessee under the Lease; provided: (i) Lender shall have fully complied with the provisions of this Agreement applicable prior to gaining possession of the events specified Premises and Lender or the foreclosure sale purchaser or deed in lieu recipient, as the last preceding paragraphcase may be, Pledgee may thenwho is to become the Lessee under the Lease shall comply with the provisions of this Agreement applicable after gaining possession of the Premises; (ii) Lender, or at any time thereafterthe foreclosure sale purchaser or deed in lieu recipient, at its electionas the case may be, apply, set off, collect or sell in one or more sales, or take who is to become the Lessee under the Lease shall be responsible for taking such steps actions as may shall be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part obtain possession of the Collateral in such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of business or elsewherePremises; and (iii) Lender, or at any broker's board the foreclosure sale purchaser or securities exchangedeed in lieu recipient, either for cash 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 upon credit the foreclosure sale purchaser or for future delivery; provideddeed in lieu recipient, howeveras the case may be, that if such disposition is at private sale, then the purchase price expressly assumes all obligations of the Collateral will Lessee under the Lease, which 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 more Leasehold Mortgages or foreclosure sale purchasers (whether of the same 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. If Lender becomes the Lessee under the Lease, or under any new lease obtained pursuant to subsection (h) below, Lender shall not be equal to the public market price then in effect, or, if at the time of sale no public market personally liable for the Collateral exists, then, in recognition obligations of the fact that the sale of the Collateral would have to be registered Lessee under the Securities Act Lease accruing prior to or after the period of 1933, as amended, and time that Lender is 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserLessee thereunder.

Foreclosure. In (i) 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 (i) sell to the event extent permitted by law and pursuant to the power of sale granted herein, all and singular, the nonpayment Property, and all estate, right, title and interest, claim and demand therein, and right 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 thereafterredemption thereof, at its election, apply, set off, collect or sell in one or more sales, as an entirety or take in parcels, and at such steps times and places as required or permitted by law and as are customary in the county 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 otherwise given as provided by law), or as may be necessary required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under the provisions of the laws of the jurisdiction or jurisdictions in which the Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to liquidate protect and reduce to cash enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the hands specific performance of Pledgee any covenant, condition or agreement contained in whole this Security Instrument, or in partaid of the execution of any power herein granted, with or without for any previous demands foreclosure hereunder, or demand for the enforcement of performance any other appropriate legal or notice equitable remedy), or advertisementotherwise, the whole 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 may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such sales as to any part of the Collateral Property remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. (iii) Upon taking title to the Property (whether by foreclosure, deed in such order as Pledgee may elect, and lieu or otherwise) by Lender or any such sale may be made either at public other purchaser 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 assignee of the Collateral will be equal Property after an Event of Default, Borrower shall assign and transfer all of its right, title and interest in and to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have Property to be registered under the Securities Act of 1933, Lender. Borrower hereby irrevocably appoints Lender 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to execute all documents and take all actions necessary to effectuate such action as assignment and transfer, provided that such power may only be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date exercised by Lender while an Event of Default exists and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaseris continuing.

Foreclosure. In Upon the event occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at Trustee or Beneficiary may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any time thereafterportion thereof upon such terms as Beneficiary may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, set offeither after or without such entry, collect to sell and dispose of the Property en masse or sell in one separate parcels (as Trustee may think best), and all the right, title and interest of Grantor, by advertisement or more salesin any manner provided by the laws of the jurisdiction in which the Property is located (GRANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), or take such steps and to issue, execute and deliver a deed of conveyance, all as then may be necessary to liquidate provided by law; and reduce to cash in the hands of Pledgee in whole or in partTrustee shall, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part out of the Collateral in proceeds or avails of such order as Pledgee may electsale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and any such sale may be made either at public or private sale at its place of business or elsewhere, or at any brokerattorney's board or securities exchange, either for cash or upon credit or for future delivery; fees as herein provided, however, that if such disposition is at private sale, then pay to Beneficiary or the purchase price legal holder of the Collateral will be equal to Indebtedness the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalthereof, including all appraiser's fees, will be charged against sums advanced or expended by Beneficiary or the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event legal holder of the nonpayment Indebtedness, with interest from date of any indebtedness when due, whether by acceleration advance or otherwise, Pledgeholder will, expenditure at the direction of PledgeeDefault Rate (as defined in the Note), either deliver rendering the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 Collateral 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 transferred 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 state in which the Property is located in satisfaction of the item in default as if under a full foreclosure, but without declaring the unmatured portion of the Indebtedness due; such sale shall be made subject to the Pledgee 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 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 exhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the purchasercovenants, conditions or stipulations set out herein.

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 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) 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 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 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 nonpayment 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 indebtedness when duesecurity for the Obligations, whether 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 acceleration or otherwiselaw and in equity including, or without limitation, foreclosure upon the happening Mortgage and sale of each, any of the events specified in the last preceding paragraphand all Property, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral Property, at public sale conducted according to applicable law (referred to as “Sale”) and 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 Code, Lender shall have all of the rights and remedies of a secured party thereunder. Lender may elect to foreclose upon any Property that is Fixtures under law applicable to foreclosure of interests in such order real estate or law applicable to personal property; (f) Lender may bid at Sale and may accept, as Pledgee may electsuccessful bidder, credit of the bid amount against the Obligations as payment of any 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 sale permitted Lender by law in connection with Sale, third to the Obligations, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, remaining proceeds 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 required 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserlaw.

Foreclosure. (i) Trustee may take possession of and sell the Property, or any part thereof requested by ▇▇▇▇▇▇ 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 event of the nonpayment case of any indebtedness when duesale under this Deed of Trust, whether by acceleration virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or upon 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 happening of any of same sale as the events specified in the last preceding paragraph, Pledgee may then, Property or at any time thereafter, at its election, apply, set off, collect or sell in one (1) or more sales, or take such steps as may be necessary deemed by Trustee to liquidate be appropriate and reduce without regard to cash in the hands any right of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole Grantor or any part other person to the marshalling of the Collateral in such order as Pledgee may electassets, and any such sale may be made either at public or private sale at its place of business or elsewherefor cash, or at any broker's board or securities exchange, either for cash or upon on credit or for other property, for immediate or future delivery; provided, however, that if and for such disposition is at private sale, then the purchase price of the Collateral will be equal or prices and on such terms having first given such notice prior to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the Collateral would have to be registered under county or counties in which the Securities Act of 1933, as amended, and that the expenses of Property is located or at 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 Pledgee 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 (30) days of the 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 time or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action times as may be necessary required by the laws of the Commonwealth of Virginia or appropriate 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 cause 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 Collateral to be transferred to Pledgee or to any purchaserother Loan Documents, including, without limitation, (a) to date reasonable attorney’s fees, court costs, receiver’s fees, management fees and filling any stock assignments necessary for costs incurred in the transfer in questionrepair, (b) to deliver same together with maintenance and operation of, or taking possession of, or selling, the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserProperty.

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 event of the nonpayment case of any indebtedness when duesale under this Deed of Trust, whether by acceleration virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or upon 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 happening of any of same sale as the events specified in the last preceding paragraph, Pledgee may then, Property or at any time thereafter, at its election, apply, set off, collect or sell in one (1) or more sales, or take such steps as may be necessary deemed by Trustee to liquidate be appropriate and reduce without regard to cash in the hands any right of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole Grantor or any part other person to the marshalling of the Collateral in such order as Pledgee may electassets, and any such sale may be made either at public or private sale at its place of business or elsewherefor cash, or at any broker's board or securities exchange, either for cash or upon on credit or for other property, for immediate or future delivery; provided, however, that if and for such disposition is at private sale, then the purchase price of the Collateral will be equal or prices and on such terms having first given such notice prior to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the Collateral would have to be registered under county or counties in which the Securities Act of 1933, as amended, and that the expenses of Property is located or at 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 Pledgee 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 (30) days of the 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 time or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action times as may be necessary required by the laws of the Commonwealth of Virginia or appropriate 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 cause 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 Collateral to be transferred to Pledgee or to any purchaserother Loan Documents, including, without limitation, (a) to date reasonable attorney’s fees, court costs, receiver’s fees, management fees and filling any stock assignments necessary for costs incurred in the transfer in questionrepair, (b) to deliver same together with maintenance and operation of, or taking possession of, or selling, the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserProperty.

Foreclosure. In During the event term of the nonpayment Management Agreement: 4.1 No action or proceeding to foreclose the Mortgage, no conveyance in lieu of foreclosure, and no election by Lender to exercise its rights under the Mortgage or other succession by Lender to Owner’s interest in the Resort shall result in the cancellation, termination, or modification of the Management Agreement. 4.2 If Lender elects to exercise its rights under the Mortgage or otherwise succeeds to Owner’s interest in the Resort, or if the Resort is sold as a result of any indebtedness when dueconveyance in lieu of foreclosure or any action or proceeding to foreclose the Mortgage, whether Lender or the purchaser of the Resort at foreclosure, as the case may be (“Subsequent Owner”), shall be bound by acceleration the terms and provisions of the Management Agreement (as amended by this Agreement) as of the Event of Transfer. Notwithstanding anything to the contrary contained herein or otherwisein the Management Agreement, any Subsequent Owner other than Lender or upon an affiliate of Lender shall not be (1) bound by any waiver or modification to the happening Management Agreement or by any waiver or forbearance as to Westin’s obligations thereunder not approved in writing by Lender or Subsequent Owner; (2) liable for any act or omission of Owner arising prior to the Event of Transfer or for the cure of any alleged defaults by Owner which occurred prior to Event of Transfer; (3) subject to any offsets or defenses which Westin may be entitled to assert against Owner; or (4) liable for any or bound by any covenant or undertaking under the events specified Management Agreement with respect to any matter arising during any period when the Subsequent Owner does not own the Resort. Furthermore, upon an Event of Transfer if on the date thereof Westin is not then considered a first-class upscale hotel operator with relevant experience in the last preceding paragraphoperation and management of first-class golf facilities, Pledgee may then, or at any time thereafter, the Subsequent Owner at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or election by notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 given within thirty (30) days of the appointment date it becomes a Subsequent Owner, shall not be bound by the terms and conditions of the third appraiserManagement Agreement. The cost For purposes of such appraisalthis Agreement, including all appraiser's fees, will be charged against an “Event of Transfer” shall mean and refer to any transfer of title to the proceeds Resort resulting from a judicial or non-judicial foreclosure or conveyance in lieu of sale as an expense foreclosure or any transfer resulting from Lender’s exercise of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event rights under Section 14.3 of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserLoan Agreement.

Foreclosure. In Upon the event occurrence of the nonpayment an Event of any indebtedness when due----------- Default, 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 and in every such case, Lender shall have the right to foreclose the lien hereof in accordance with applicable Florida law and to exercise any time thereafter, at its election, apply, set off, collect or sell other remedies of Lender provided in any one or more salesof the Documents, or take such steps which Lender may have at law, at equity or otherwise. In any suit to foreclose the lien hereof, there shall be allowed and included as may be necessary to liquidate and reduce to cash additional Obligations in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices decree of sale, advertisements all expenditures and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder expenses which may be conducted paid or incurred by any officer or agent on behalf of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take Lender in connection with such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchasersuit, including, without limitation, all attorneys' fees, receivers' fee, environmental consultants' fees, appraisers fees, outlays for documentary and expert evidence, stenographer's charges, publication costs, costs (a) which may be estimated as to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral items to be transferred expended after entry of the decree) of procuring all such abstracts of title, 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 Pledgee true conditions of the title to or the purchaservalue 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 as may be incurred in the protection of the Property and rents and income therefrom and the maintenance of the lien of this Mortgage, including, without limitation, attorneys' fees shall be part of the Obligations and shall be immediately due and payable by Borrower with interest thereon at the Default Rate from the date of expenditure until paid.

Foreclosure. In (a) Should Lender have elected to accelerate the event Debt, Lender may initiate foreclosure of the nonpayment Property by requesting the Trustee to effectuate a non-judicial foreclosure sale in accordance with Article 2A of any indebtedness when dueChapter 45 of the North Carolina General Statutes. For purposes of this Section 15.3, whether by acceleration or otherwisethe term “Property” is limited to the Land and Improvements thereon. Trustee, or upon the happening written request of any 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 events 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 last preceding paragraphnotice of such sale. Upon final completion of such sale, Pledgee may thenTrustee 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 any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may the sale shall not be necessary to liquidate and reduce to cash in responsible for the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part application of the Collateral in such order as Pledgee may elect, proceeds. Nothing herein dealing with foreclosure procedures which specifies any 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 may 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 made either at public sold, and if the proceeds of such sale or private sales of less than the 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 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 deliverysales 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 disposition sale may be made subject to the unmatured part of the Debt and it is at private agreed that such sale, then if so made, shall not in any manner affect the purchase price unmatured part of the Collateral will 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 equal 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 public market price then in effectidentity of Lender, orthe occurrence or existence of any Event of Default, if at the time of sale no public market for the Collateral exists, then, in recognition acceleration of the fact 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 as prima facie evidence that the sale 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 (2) 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 may take immediate possession of the Collateral would have to be registered under the Securities Act of 1933, as amendedProperty free from, and that despite the expenses terms of, such grant of such registration are commercially unreasonable for easement and rental or lease contract. Lender may bid and become the type and amount purchaser 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 all or any part of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee to do so, one named by Pledgee within such ten (10) day periodProperty at any trustee’s or foreclosure sale hereunder, and the third named by amount of Lender’s successful bid may be credited on the two appraisers so selectedDebt. Said sale shall forever be a bar against Borrower, with its heirs, legal representatives, successors and assigns, and all other persons claiming under it. It is expressly agreed that the appraisal recitals in each conveyance to the purchaser shall be rendered by such body within thirty (30) days full evidence of the appointment truth 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waivedmatters therein stated, and Pledgee is hereby authorized all lawful prerequisites to sell hereunder any evidence of debt pledged said sale shall be conclusively presumed to ithave been performed. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when dueDEED OF TRUST, whether by acceleration or otherwiseASSIGNMENT OF LEASES AND RENTS, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorneyFIXTURE FILING AND SECURITY AGREEMENT (Cleveland County) – Page 16 21478-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, 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 deliver same together 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 certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserprovisions of this Security Instrument.

Foreclosure. In (a) Should Lender have elected to accelerate the event Debt, Lender may initiate foreclosure of the nonpayment Property by requesting the Trustee to effectuate a non-judicial foreclosure sale in accordance with Article 2A of any indebtedness when dueChapter 45 of the North Carolina General Statutes. For purposes of this Section 15.3, whether by acceleration or otherwisethe term “Property” is limited to the Land and Improvements thereon. Trustee, or upon the happening written request of any 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 events 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 last preceding paragraphnotice of such sale. Upon final completion of such sale, Pledgee may thenTrustee 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 any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may the sale shall not be necessary to liquidate and reduce to cash in responsible for the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part application of the Collateral in such order as Pledgee may elect, proceeds. Nothing herein dealing with foreclosure procedures which specifies any 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 may 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 made either at public sold, and if the proceeds of such sale or private sales of less than the 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 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 deliverysales 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 disposition sale may be made subject to the unmatured part of the Debt and it is at private agreed that such sale, then if so made, shall not in any manner affect the purchase price unmatured part of the Collateral will 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 equal 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 public market price then in effectidentity of Lender, orthe occurrence or existence of any Event of Default, if at the time of sale no public market for the Collateral exists, then, in recognition acceleration of the fact 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 as prima facie evidence that the sale 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 (2) 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 may take immediate possession of the Collateral would have to be registered under the Securities Act of 1933, as amendedProperty free from, and that despite the expenses terms of, such grant of such registration are commercially unreasonable for easement and rental or lease contract. Lender may bid and become the type and amount purchaser 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 all or any part of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee to do so, one named by Pledgee within such ten (10) day periodProperty at any trustee’s or foreclosure sale hereunder, and the third named by amount of Lender’s successful bid may be credited on the two appraisers so selectedDebt. Said sale shall forever be a bar against Borrower, with its heirs, legal representatives, successors and assigns, and all other persons claiming under it. It is expressly agreed that the appraisal recitals in each conveyance to the purchaser shall be rendered by such body within thirty (30) days full evidence of the appointment truth 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waivedmatters therein stated, and Pledgee is hereby authorized all lawful prerequisites to sell hereunder any evidence of debt pledged said sale shall be conclusively presumed to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, 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 deliver same together 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 certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserprovisions of this Security Instrument.

Foreclosure. In Upon the event 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, (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at 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 may manage, rent or lease the Property or any time thereafterportion thereof upon such terms as Mortgagee may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, set offto the extent permitted by applicable law, collect as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in one separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or more salesin any manner provided by applicable law, or take such steps (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 necessary provided by applicable law; and Mortgagee, to liquidate and reduce to cash in the hands of Pledgee in whole or in partextent permitted by applicable law, with or without any previous demands or demand of performance or notice or advertisementshall, the whole or any part out of the Collateral in proceeds or avails of such order as Pledgee may electsale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and 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; attorneys' fees as herein provided, however, that if apply such disposition is at private sale, then the purchase price of the Collateral will be equal proceeds to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalIndebtedness, including all appraiser's fees, will be charged against sums advanced or expended by Mortgagee or the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event legal holder of the nonpayment Indebtedness, with interest from date of any indebtedness when due, whether by acceleration advance or otherwise, Pledgeholder will, expenditure at the direction of PledgeeDefault Rate (as defined in the Note), either deliver rendering the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 Collateral heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to be transferred see to the Pledgee or application of the purchaserpurchase money.

Foreclosure. (a) In the event case of the nonpayment of a foreclosure sale or pursuant to any indebtedness when due, whether by acceleration order in any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety in one parcel (or upon the happening of any of the events specified in the last preceding paragraph, Pledgee may then, as one integrated unit) or at any time thereafter, at its election, apply, set off, collect separate parcels (or sell in one or more salesof the interests comprising the Mortgaged Property separately from the others) in such manner or order as the Mortgagee, in its sole and absolute discretion, 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. (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 take such steps as may be necessary good and sufficient instruments, granting, conveying, assigning and transferring all estate, right, title and interest in and to liquidate the property and reduce to cash in rights sold. (d) Upon any sale made under or by virtue of the hands foreclosure of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisementthis Mortgage, the whole Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and, in lieu of the Collateral in such order as Pledgee paying cash therefor, may elect, and 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 make settlement for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price of by crediting upon the Collateral will be equal to Obligations the public market net sales price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, as amended, and that after deducting therefrom the expenses of such registration are commercially unreasonable for the type sale 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 costs of the value 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 the Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee 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 (30) days of the 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 Mortgagor shall affect in any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee manner or to any purchaserextent the lien of this Mortgage upon the Mortgaged Property or any part thereof, includingor any liens, without limitationrights, powers or remedies of the Mortgagee hereunder, but such liens, rights, powers and remedies of the Mortgagee shall continue unimpaired. (af) to date and filling The proceeds of any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to sale made under or by virtue of this Section 15 shall be transferred to the Pledgee or the purchaser.applied as follows:

Foreclosure. In the event The Lender may foreclose this Deed of Trust and exercise its rights as a secured party for all or any portion of the nonpayment Obligations which is then due and payable, subject to the continuing lien of this Deed of Trust for the balance not then due and payable. To the extent permitted by law, Lender may, at its option, direct the Trustee to take possession of all or any indebtedness when dueportion of the Property and proceed to sell the same as a whole or in parts or parcels, whether by acceleration at public auction, for cash or otherwisecredit, upon any terms the Trustee shall deem appropriate, and to have the Trustee take any or upon the happening of all other actions set forth herein or in any of the events specified in Loan Documents. To the last preceding paragraphextent permitted by law, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take the Borrower consents that such steps as sale may be necessary to liquidate and reduce to cash in made of the hands of Pledgee in Property as a whole or in partparcels and that real property and personal property may be separately sold or sold as one lot, with all as the Trustee in its discretion may determine, and further consents that the sale may be on or without any previous demands 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 demand 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 performance Trust and no other or notice different advertisement shall be necessary. The Trustee may act hereunder although it may have been, may now be or advertisement, may hereafter be attorney-in-fact of the whole Lender in respect to all or any part of the Collateral Obligations or in respect to any matter of 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 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 a reasonable commission to the Trustee which shall not exceed two and one-half percent (21/2%) of the gross proceeds of 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, including the due pro rata portion thereof for the current year; third, to discharge in the order as Pledgee may electof their priority the remaining Debt, if any, secured by this Deed of Trust, and any such sale may liens of record inferior to this Deed of Trust, with lawful interest; and, fourth, the residue of the proceeds shall be made either at public paid to the Borrower or private sale at its place of business successors or elsewhere, or at any broker's board or securities exchange, either for cash or upon credit or for future deliveryassigns; provided, however, that if as to such disposition is at private saleresidue the Trustee shall not be bound by any inheritance, then devise, conveyance, assignment or lien of or upon the purchase price 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 Collateral will be equal 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 public market price then Trustee in effectan amount which is customarily paid in Virginia as compensation for such services rendered by the Trustee, orbut not exceeding one percent (1%) of the outstanding balance of the Obligations, if and the amount of such commission paid shall be added to the Obligations and shall earn interest at the time of sale no public market for Default Rate. The Trustee shall have the Collateral exists, then, right exercisable in recognition of the fact that the its discretion to postpone such sale of the Collateral would have to be registered under Property and shall advertise the Securities Act of 1933, as amended, and that the expenses terms of such registration are commercially unreasonable postponement at least once a week for three successive weeks in 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 newspaper or newspapers in which 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, will be charged against the proceeds notice of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserhad been published.

Foreclosure. In (a) All fees, costs and expenses of any kind incurred by Beneficiary in connection with foreclosure of this Hyatt Gaming Deed of Trust, including without limitation the event costs of any appraisals of the nonpayment Trust Property obtained by Beneficiary, all costs of any indebtedness when duereceivership for the Trust Property advanced by Beneficiary, whether and all reasonable attorneys' fees and consultants' fees incurred by acceleration or otherwiseBeneficiary (including charges of in-house counsel), or upon the happening of any 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 events specified in 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 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 such steps as sales that may be necessary had pursuant to liquidate and reduce to cash in such proceedings the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part true conditions of the Collateral in such order as Pledgee may elect, and any such sale may be made either at public title to 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 CollateralTrust Property, one named by Pledgor within ten 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. (10b) days after written request by The proceeds of foreclosure sale of the Pledgee Trust Property shall be distributed and applied in the following order of priority: first, on account of all costs and expenses incident to do sothe foreclosure proceedings, one named by Pledgee within including without limitation all such ten (10items as are mentioned in Section 4.4(a) day periodhereof; second, and to the third named by payment of all sums expended under the two appraisers so selectedterms hereof not then repaid, with accrued interest at the appraisal Default Rate; third, to be rendered by such body within thirty the payment of all other Obligations; and lastly, the remainder, if any, to the person or persons legally entitled thereto. (30c) days In case of the appointment of the third appraiser. The cost of such appraisalan insured loss after judicial foreclosure or Trustee's sale proceedings have been instituted, including all appraiser's fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may any insurance policy or policies, if not applied to rebuilding or restoring the buildings or improvements, shall be used to pay the purchaser of any or all Collateral so sold and hold amount due upon the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of PledgeeObligations. In the event of judicial foreclosure or Trustee's sale, Beneficiary or Trustee is hereby authorized, without the nonpayment consent of Trustor, to assign any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, and all insurance policies to the purchaser at the direction of Pledgeesale, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action other steps as Beneficiary or Trustee may be necessary or appropriate deem advisable to cause the Collateral interest of such purchaser to be transferred 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 Pledgee direct the order in which any Trust Property shall be sold in the event of any sale or sales pursuant to any purchaser, including, without limitation, this Hyatt Gaming Deed of Trust. (ae) to date and filling any stock assignments necessary for the transfer Nothing in question, (b) to deliver same together this Section 4.4 dealing with the certificate(s), if any, evidencing the Collateral foreclosure procedures or specifying particular actions to be transferred taken by Beneficiary or by Trustee or any similar officer shall be deemed to contradict or add to the Pledgee 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 purchasertime of foreclosure.

Foreclosure. In If any Event of Default shall occur and be continuing, the event Collateral Trustee may 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 nonpayment of foregoing, to the extent permitted by law, the Grantor expressly agrees that in any indebtedness when duesuch event the Collateral Trustee, 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or advertisementprivate sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, 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 Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or 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 said Collateral so sold on behalf of the 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 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. Upon any such sale, 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 such order as Pledgee may electthe 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 sale may be made either at public or private sale shall be held at its 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 fix in the notice of business such sale. At any such private or elsewherepublic sale the Collateral may be sold as an entirety or in separate parcels, 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 announcement at the time and place fixed for such sale, and such sale may without further notice be made at any broker's board time or securities exchange, either for cash place to which the same may be so adjourned. In case of any sale of all or upon any part of the Collateral on credit or for future delivery; provided, 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 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 suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and 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 action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places that if the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such disposition is at private collection, sale, then the purchase price enforcement or other realization of the Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 all or any part of the Collateral, one named by Pledgor within ten (10) days after written request and any other cash at the time held by the Pledgee Collateral Trustee pursuant to do sothe terms of this Collateral Trust and Security Agreement, one named shall be applied by Pledgee within such ten the Collateral Trustee: (10i) day periodFirst, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in 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 third named by costs and expenses incidental to the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the 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 care or safe-keeping of any or all of the Collateral so sold until such costs and hold expenses shall be paid in full; (ii) Second, application to payment of the same thereafter Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in its own right free from any claim full; and (iii) Third, after the irrevocable payment in full of Pledgor the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder Persons as may be conducted required by any officer or agent of Pledgeelaw. In To the event extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the nonpayment of any indebtedness when duerepossession, whether by acceleration retention or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer sale of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause 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 be transferred it at its address set forth in Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to Pledgee or pay all amounts to any purchaserwhich the Lenders are entitled, including, without limitation, (a) to date and filling any stock assignments necessary the Grantor also being liable for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing fees of counsel employed by the Collateral Trustee to be transferred to the Pledgee or the purchasercollect such deficiency.

Foreclosure. In Subject to Article 38 hereof, if any Event of Default shall have occurred and the event Mortgage Notes shall have been declared due and payable, the Mortgagee, for the benefit of the nonpayment of Holders (as defined in the Indenture), may at any indebtedness when duetime proceed, whether by acceleration at law or in equity or otherwise, or upon to enforce the happening of any payment of the events specified Mortgage Notes 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day period, and the third named by the two appraisers so selected, accordance with the appraisal to be rendered by such body within thirty (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, terms thereof and: (a) to date institute an action to foreclose its interest under and filling the lien of this Mortgage against any stock assignments necessary for of the transfer Properties by judicial foreclosure sale or strict foreclosure in questionone 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 deliver same 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 allow (including by power of sale), and 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 certificate(s)provisions of the Mortgage Notes and this Mortgage, if anyand all sums which may have been advanced by the Mortgagee for taxes, evidencing the Collateral to be transferred water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Pledgee 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, 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. Before taking title to any Property, the purchaserMortgagee, at the expense of the Mortgagor, may determine whether any environmental hazards exist at the Property in respect of which the Mortgagee may become liable by taking title, which determination may include the performance of an environmental audit of the Property by a qualified professional if the Mortgagee determines that reasonable prudence warrants the performance of such an audit.

Foreclosure. In the event of the nonpayment of Prior to taking title to any indebtedness when due, Property (whether by acceleration ----------- foreclosure, deed in lieu or otherwise), or upon the happening of any of the events specified Beneficiary shall obtain, in the last preceding paragraph, Pledgee may then, or at any time thereaftereach 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) Beneficiary, with or without entry, personally or by its electionagents or attorneys, applyinsofar as applicable, set offand in addition to any and every other remedy, collect may (i) sell or sell in 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 singular the Trust Estate, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or take in parcels, and at such steps times and places as required or permitted by 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 to be given to Grantor (and on such other notice published or otherwise given as provided by law), or as may be necessary required by law; (ii) institute (or instruct the Jurisdictional Trustee to liquidate institute) proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the jurisdiction or jurisdictions in which the Trust Estate or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and reduce to cash enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for the hands specific performance of Pledgee any covenant, condition or agreement contained in whole this Mortgage, or in partaid of the execution of any power herein granted, with or without for any previous demands foreclosure hereunder, or demand for the enforcement of performance any other appropriate legal or notice equitable remedy), or advertisementotherwise, 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 whole 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 sales as to any part of the Collateral in such order as Pledgee may electTrust Estate remaining unsold, and but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any such sale may be Property, this Mortgage is made either at public or private sale at its place of business or elsewhere, or at upon 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 statutory conditions of the Collateral will be equal to the public market price then State in effectwhich such Property is located, orand, if at the time of sale no public market for the Collateral exists, then, in recognition any breach thereof or any breach of the fact that terms of this Mortgage, Beneficiary shall have the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices statutory power of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing provided for by the Collateral to be transferred to the Pledgee or the purchaserlaws of such State.

Foreclosure. In Upon the event 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, (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified covenants hereof, or Mortgagee may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon 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 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 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 laws of the jurisdiction in which the Property is located, (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 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 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 (as defined in the last preceding paragraphNote), Pledgee may thenrendering 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 oth▇▇ ▇▇▇▇▇▇s claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Prope▇▇▇ ▇▇ ▇▇y part thereof, and it shall not be obligatory upon any purchaser at any time thereaftersuch sale to see to the application of the purchase money. PROHIBITION ON TRANSFER/ONE-TIME TRANSFER. The present ownership and management of the Property is a material consideration to Mortgagee in making the loan secured by this instrument, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary and Mortgagor shall not (i) convey title to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole all or any part of the Collateral in such order as Pledgee may electProperty, and (ii) enter into any such sale may be made either at public contract to convey (land contract/installment sales contract/contract for deed), title to all or private sale at its place any part of business or elsewherethe Property which gives a purchaser possession of, or at income from, the Property prior to a transfer of title to all or 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 part of the Collateral will be equal Property ("Contract to Convey") or (iii) cause or permit a change in the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaser.proportionate ownership of

Foreclosure. In (a) 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 event of the nonpayment of any indebtedness when dueIndebtedness secured hereby and accrued interest thereon and insurance premiums, whether by acceleration or otherwiseliens, or upon the happening of any of the events specified in the last preceding paragraphassessments, Pledgee may thentaxes and charges, or at any time thereafterincluding utility charges, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in partif any, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may electaccrued interest therein, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, as amended, and that the all 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalall proceedings in connection therewith, including all appraiser's reasonable attorneys' fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of any such foreclosure sale, Grantor shall be deemed a tenant holding over and shall forthwith deliver possession to the nonpayment purchaser or purchasers at such sale or be summarily dispossessed according to provisions of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral law applicable to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, tenants holding over. (b) Collateral Agent may adjourn from time to deliver same together with the certificate(s), if any, evidencing the Collateral time any sale by it to be transferred 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 Pledgee 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 purchaserproperty 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 execute all necessary instruments of conveyance, assignment and 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 estate, 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 from, through or under Grantor. (d) Upon any sale made under or by virtue of this Section 3.04, Collateral Agent may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for all or a portion of the purchase price by crediting upon the Obligations the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Collateral Agent is authorized to deduct under this Deed of Trust.

Foreclosure. In (a) Upon the event occurrence of a default, Trustee is authorized and empowered and it shall be Trustee's special duty at the nonpayment request of any indebtedness when due, whether by acceleration or otherwiseLender to sell the Mortgaged Properties, or upon the happening of any of the events specified part thereof, as an entirety or in parcels as Lender may elect, at such place or places and otherwise 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 manner and upon such steps notice as may be necessary to liquidate and reduce to cash required by law or, in the hands absence of Pledgee in whole any such requirement, as Trustee may deem appropriate. If Trustee shall have given notice of sale hereunder, any successor or in partsubstitute 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, with or without any previous demands or demand sales of performance or notice or advertisement, the whole all or any part of the Mortgaged Properties shall be conducted at the courthouse of any county (whether 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 otherwise upon M▇▇▇▇▇▇▇▇'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 such order as Pledgee may electthe 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 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 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 either at public or private until the whole of the Property shall be sold, and, if the proceeds of such sale at its place of business or elsewhereless than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, or at any broker's board or securities exchange, either for cash or upon credit or for future deliverythis 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 if such disposition is at private sale, then the purchase price of the Collateral will be equal Mortgagor shall never have any right to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that require the sale of less than the 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 whole of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of PledgeeProperty. In the event any sale hereunder is not completed or is defective in the opinion of L▇▇▇▇▇, such sale shall not exhaust the nonpayment powers of any indebtedness when duesale hereunder or the right to judicial foreclosure, whether and Lender shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by acceleration or otherwise, Pledgeholder will, announcement at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder time and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take place appointed for such action sale without further notice except as may be 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 appropriate to cause the Collateral to be transferred to Pledgee or incident to any purchaser, sale held by it (including, without limitation, (a) 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 date 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 due and filling payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or, with respect to any stock assignments sale by 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 transfer Trustee, L▇▇▇▇▇, any public officer acting under execution or order of the court or any other party to have physically present or constructively in questionhis/her or its possession, (b) either at the time of or prior to deliver same together with such sale, the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee Property or the purchaserany part thereof.

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) 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 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 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 nonpayment 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 indebtedness when duesecurity for the Obligations, whether 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 acceleration or otherwiselaw and in equity including, or without limitation, foreclosure upon the happening Mortgage and sale of each, any of the events specified in the last preceding paragraphand all Property, Pledgee may then, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral Property, at public sale conducted according to applicable law (referred to as “Sale”) and 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 UCC, Lender shall have all of the rights and remedies of a secured party thereunder. Lender may elect to foreclose upon any Property that is Fixtures under law applicable to foreclosure of interests in such order real estate or law applicable to personal property; (f) Lender may bid at Sale and may accept, as Pledgee may electsuccessful bidder, credit of the bid amount against the Obligations as payment of any 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 sale permitted Lender by law in connection with Sale, third to the Obligations, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act of 1933, remaining proceeds 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 required 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserlaw.

Foreclosure. In Upon the event 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 (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at Trustee 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 may manage, rent or lease the Property or any time thereafterportion thereof upon such terms as Beneficiary may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Trustee is hereby further authorized and empowered, set offeither after or without such entry, collect to sell and dispose of the Property en masse or sell in one separate parcels (as Trustee may think best), and all the right, title and interest of Grantor therein, by advertisement or more salesin any manner provided by applicable law, or take such steps (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 necessary provided by applicable law; and Trustee, to liquidate and reduce to cash in the hands of Pledgee in whole or in partextent permitted by applicable law, with or without any previous demands or demand of performance or notice or advertisementshall, the whole or any part out of the Collateral in proceeds or avails of such order as Pledgee may electsale, after first paying and retaining all reasonable fees, charges, costs of advertising the Property and of making said sale, and 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; attorneys’ fees as herein provided, however, that if such disposition is at private sale, then pay to Beneficiary or the purchase price legal holder of the Collateral will be equal to Indebtedness the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalthereof, including all appraiser's fees, will be charged against sums advanced or expended by Beneficiary or the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event legal holder of the nonpayment Indebtedness, with interest from date of any indebtedness when due, whether by acceleration advance or otherwise, Pledgeholder will, expenditure at the direction of PledgeeDefault Rate (as defined in the Note), either deliver rendering the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 Collateral 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 any purchaser at any such sale to be transferred see to the Pledgee or application of the purchaserpurchase money.

Foreclosure. In Upon the event occurrence of an Event of Default or the nonpayment failure of any indebtedness when dueGrantor to pay and perform the Obligations hereunder, 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 thereafterGrantee, at its electionoption, apply, set off, collect may sell the Mortgaged Property or sell any part thereof at public sale or sales before the door of the courthouse in one the county in which the Mortgaged Property or more sales, or take such steps as may be necessary any part thereof is located to liquidate and reduce to the highest bidder for cash in order to pay the hands of Pledgee in whole or in partObligations and accrued interest thereon and insurance premiums, liens, assessments, taxes and charges, including utility charges, if any, with or accrued interest thereon, and all expenses of the sale and of all 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 previous demands or demand such public sale, Grantee may execute and deliver to the purchaser a conveyance of performance or notice or advertisement, the whole Mortgaged Property or any part of the Collateral Mortgaged Property in fee simple, with full warranties of title (or without warranties if Grantee shall so elect) and to this end, Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to make such sale and conveyance, and thereby to divest Grantor of all right, title, interest, equity and 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 to 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 indebtedness secured hereby. In the event of any such foreclosure sale 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 law applicable to tenants holding over. (i) Any sale made by Grantee hereunder may be as an entirety or in such order parcels as Pledgee Grantee may electrequest, and any such sale may be made either adjourned by announcement at public the time and place appointed for such sale without further notice except as may be required by 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 private sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale at its place of business or elsewhereless than the whole of the Mortgaged Property shall be less than the aggregate of the Obligations, or at any broker's board or securities exchangethis Security Deed and the lien, either for cash or upon credit or for future deliverysecurity 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 if such disposition is Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Property but Grantee shall have the right, at private its sole election, to sell less than the whole of the Mortgaged Property. (ii) After each sale, then payment of the purchase price to Grantee shall satisfy the obligation of the Collateral will be equal to the public market price then in effect, or, if purchaser at the time of such sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day periodtherefor, and the third named purchaser shall not be responsible for the application thereof. The power of sale granted herein shall not be exhausted by the two appraisers so selectedany sale held hereunder by Grantee, with the appraisal and such power of sale may be exercised from time to be rendered by such body within thirty (30) days time and as many times as Grantee may deem necessary until all of the 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 or all Collateral so Mortgaged Property has been duly sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. 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 nonpayment Obligations, or as to the occurrence of any indebtedness when dueEvent of Default, whether by acceleration or otherwiseas to Grantee having declared all of such Obligations to be due and payable, Pledgeholder willor as to the request to sell, at the direction or as to notice of Pledgeetime, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer place and terms of sale and of the Collateralproperties to be sold having been duly given, or as to any other act or thing having been duly done by Grantee, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Pledgor hereby appoints Pledgeholder and Grantee may appoint or delegate any successor of Pledgeholder one or more persons as escrow agent under the Joint Escrow Instructions as his to perform any act or her lawful attorney-in-fact to take such action as may be acts necessary or appropriate to cause the Collateral to be transferred to Pledgee or incident to any purchasersale held by Grantee, including, without limitation, (a) to date the posting of notices and filling any stock assignments necessary for the transfer conducting of sales, but in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchasername and on behalf of Grantee.

Foreclosure. In the event of the nonpayment of Prior to taking title to any indebtedness when due, Property (whether by acceleration foreclosure, deed in lieu or otherwise), or upon the happening of any of the events specified Lender shall obtain, in the last preceding paragraph, Pledgee may then, or at any time thereaftereach 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) Lender, with or without entry, personally or by its electionagents or attorneys, applyinsofar as applicable, set offand in addition to any and every other remedy, collect may (i) sell or sell in instruct the Trustee to sell, to the extent permitted by law and pursuant to the power of sale granted herein, all and singular the Mortgaged Property, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales, as an entirety or take in parcels, and at such steps times and places as required or permitted by law and as are customary in any county or parish in which the Property is located and upon such terms as Lender (or Trustee, as applicable) may fix and specify in the notice of sale to be given to Borrower (and on such other notice published or otherwise given as provided by law), or as may be necessary required by law; (ii) institute proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the jurisdiction in which the Mortgaged Property or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to liquidate protect and reduce to cash enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the hands specific performance of Pledgee any covenant, condition or agreement contained in whole this Mortgage, or in partaid of the execution of any power herein granted, with or without for any previous demands foreclosure hereunder, or demand for the enforcement of performance any other appropriate legal or notice equitable remedy), or advertisementotherwise, the whole 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 sales as to any part of the Collateral in such order as Pledgee may electMortgaged Property remaining unsold, and 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 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 statutory conditions of the Collateral will be equal to the public market price then State in effectwhich such Property is located, orand, if at the time of sale no public market for the Collateral exists, then, in recognition any breach thereof or any breach of the fact that the sale terms of the Collateral would have to be registered under the Securities Act of 1933this Mortgage, Lender (or Trustee, as amended, and that applicable) shall have 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices statutory power of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing provided for by the Collateral to be transferred to the Pledgee or the purchaserlaws of such State.

Foreclosure. In (i) The Beneficiary, with or without entry, personally or by its agents or attorneys, insofar as applicable, may (i) sell or instruct the event Jurisdictional Trustee, if applicable, to sell, to the extent permitted by law and pursuant to the power of sale granted herein, all and singular the nonpayment Trust Estate, and all estate, right, title and interest, claim and demand therein, and right 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 thereafterredemption thereof, at its election, apply, set off, collect or sell in one or more sales, as an entirety or take in parcels, and at such steps times and places as required or permitted by law and as are customary in any county or parish in which a Property is located and upon such terms as the Beneficiary may fix and specify in the notice of sale to be given to the Mortgagor (and on such other notice published or otherwise given as provided by law), or as may be necessary required by law; (ii) institute (or instruct the Jurisdictional Trustee to liquidate institute) proceedings for the complete or partial foreclosure of this Mortgage under the provisions of the laws of the jurisdiction or jurisdictions in which the Trust Estate or any part thereof is located, or under any other applicable provision of law; or (iii) take all steps to protect and reduce to cash enforce the rights of the Beneficiary, whether by action, suit or proceeding in equity or at law (for the hands specific performance of Pledgee any covenant, condition or agreement contained in whole this Mortgage, or in partaid of the execution of any power herein granted, with or without for any previous demands foreclosure hereunder, or demand 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 performance their rights or notice duties hereunder. (ii) The Beneficiary (or advertisementthe Jurisdictional Trustee, the whole 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 sales as to any part of the Collateral in such order as Pledgee may electTrust Estate remaining unsold, and but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any such sale may be Property, this Mortgage is made either at public or private sale at its place of business or elsewhere, or at upon 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 statutory conditions of the Collateral will be equal to the public market price then state in effectwhich such Property is located, orand, if at the time of sale no public market for the Collateral exists, then, in recognition any breach thereof or any breach of the fact that terms of this Mortgage, the sale of Beneficiary shall have the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices statutory power of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing provided for by the Collateral to be transferred to the Pledgee or the purchaserlaws of such State.

Foreclosure. In Take possession of and sell the event Property, or any part thereof requested by the Mortgagee to be sold and so advertise in accordance with the Real Property Article of the nonpayment Code of the State of New Hampshire or any substitutions or replacements thereto, and in connection therewith the Mortgagor 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 THE MORTGAGEE TO TAKE POSSESSION OF AND TO SELL (OR IN CASE OF ANY DEFAULT OF ANY PURCHASER TO RESELL) THE PROPERTY, OR ANY PART THEREOF, all in accordance with the laws of the State or rule of court relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair such remedy. In connection with any foreclosure, the Mortgagees may procure such title reports, surveys, tax histories and appraisals as they deem necessary, and all costs and expenses incurred in connection therewith shall be payable by the Mortgagor. In case of any indebtedness when duesale under this Mortgage, whether by acceleration virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or upon the happening of any of the events specified in the last preceding paragraphparcels, Pledgee may then, by one sale or at any time thereafter, at its election, apply, set off, collect or sell in one or more by several sales, or take such steps as may be necessary deemed by the Mortgagee to liquidate be appropriate and reduce without regard to cash in any right of the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole Mortgagor or any part of the Collateral in such order as Pledgee may elect, and 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 other Person to the public market price then in effect, or, if at the time marshalling of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to itassets. Any sale hereunder may be conducted made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Mortgagees shall deem appropriate and advantageous and as required by any officer law. Upon the terms of such sale being complied with, the Mortgagee shall convey to, and at the cost of, the purchaser or agent of Pledgee. In purchasers the event interest of the nonpayment Mortgagor in the Property so sold, free and discharged of any indebtedness when dueand from all estate, title or interest of the Mortgagor, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of the 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 acceleration or otherwiseequitable foreclosure, Pledgeholder willshall be held by the Mortgagee and applied as follows: First, at to pay all costs, charges and expenses attending the direction execution of Pledgeethis trust, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of taking possession of the Collateral. Pledgor 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 reasonable counsel fees and expenses shall be allowed and paid out of the proceeds of such sale or sales as the court having jurisdiction may deem proper; Second, to pay all Indebtedness secured hereby appoints Pledgeholder including all interest then due and any successor accrued thereon, which shall include interest through the date of Pledgeholder ratification of the auditor's account, in such order and manner as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact Mortgagee in its sole discretion may determine; and Lastly, to take such action as may be necessary or appropriate to cause pay the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)surplus, if any, evidencing the Collateral to be transferred to the Pledgee Mortgagor or any Person entitled thereto upon surrender and delivery to the purchaserpurchaser or purchasers of the Property. Immediately upon the filing of any foreclosure proceedings under this Mortgage, there shall be and become due and owing by the Mortgagor all expenses incident to any foreclosure proceedings under this Mortgage.

Foreclosure. In Lender (but 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 event validity or amount of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, or upon same) shall have the happening of any of the events specified in the last preceding paragraph, Pledgee may then, or at any time thereafterright, at its electionoption, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate declare all sums secured hereby immediately due and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day period, payable and the third named by the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when dueTrustee, whether acting in person or by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact fact, appointed by instrument in writing, may proceed to take such action as sell the Property hereinbefore conveyed, or any part thereof, at public vendue or outcry, at the customary place in the county where the Property is located, to the highest bidder for cash, first giving the notice required by the laws of Missouri in respect to exercising power of sale under this Deed of Trust and any deed of trust then in effect. Trustee may be necessary postpone and change the time and place of sale of all or appropriate 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 cause the Collateral time and place to be transferred to Pledgee or to any purchaser, includingplace thereafter, without limitationany further posting or notice thereof, (a) may postpone such sale in public announcement to date the time and filling place fixed by such postponement, whether or not said place fixed by any stock assignments necessary for postponement be in the transfer same city or other place as fixed in questionsaid notice of sale. Trustee shall deliver to such purchaser its deed conveying the Property so sold, (b) but without any covenant or warranty, express or implied. The recital in such deed of any matters of fact or otherwise shall be conclusive proof of truthfulness thereof. Any person, including Borrower, Trustee or Lender may purchase at such sale. The proceeds of any foreclosure sale of the Property shall be distributed and applied in the following order of priority: First, on account of all costs and expenses incident to deliver same together the foreclosure proceedings; Second, all other items which, under the terms hereof, constitute indebtedness secured by this Deed of Trust additional to that evidenced by the Note, with interest on such items as herein provided; Third, to interest remaining unpaid upon the certificate(s)Note; Fourth, to the principal remaining unpaid upon the Note; and lastly, the remainder, if any, evidencing the Collateral to be transferred to the Pledgee person or persons legally entitled thereto. Each time it shall become necessary to insert an advertisement for foreclosure and sale is not had, the purchaser.Trustee shall be entitled to receive a fee for services and the amount of all advertising charges from the Borrower; and/or

Foreclosure. In the event After acceleration of the nonpayment Maturity Date (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 indebtedness when duecomplaint for that purpose, whether by acceleration or otherwisethe court in which such complaint is filed may, or upon the happening application of any of the events specified in the last preceding paragraph, Pledgee may then, Lender or at any time thereafter, at its election, apply, set off, collect either before or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may electafter foreclosure sale, and without notice to Borrower or to any such sale may be made either at public or private sale at its place of business or elsewhereparty claiming under Borrower, 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 without regard to the public market price then in effect, or, if solvency or insolvency at the time of sale no public market such application of any person then liable for the Collateral existspayment of any Secured Obligation, then, in recognition of without regard to the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day periodProperty, and without requiring any bond from the third named by complainant in such proceedings, appoint a receiver for the two appraisers so selectedbenefit of Lender (which may be Lender), with the appraisal power to be rendered by such body within thirty (30) days take possession, charge and control of the appointment Property, to operate or lease the same, to keep the improvements thereon insured and in good repair, and to collect any revenues of operation or rents during the third appraiser. The cost pendency of such appraisalforeclosure suit, including all appraiser's feesand, will be charged against the proceeds in case of foreclosure sale as an expense of such sale. Pledgee may be the purchaser of and a deficiency, during any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right period of redemption. Demands 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 held and applied to any Secured Obligation in accordance with the Loan Documents. This Mortgage may be foreclosed once against all, or successively against any portion or portions, of performance, notices the Property as Lender 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, advertisements and presence may be foreclosed successively and in parts, until all of property at sale are hereby waivedthe 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, and Pledgee is hereby authorized Wis. Stats. (or any other provisions provided in Chapter 846), or any successors thereto, to sell hereunder reduce the redemption period in any foreclosure action, upon waiving the right to judgment for a deficiency. In case of any foreclosure (or commencement thereof or preparation therefor) of this Mortgage in any court, all expenses of every 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 debt pledged title (including title insurance) and all other related charges and costs, shall be paid by Borrower. Without limitation of the foregoing, Borrower agrees to it. Any sale hereunder the provisions of § 846.103, Wis. Stats., as the same may be conducted by any officer amended or agent renumbered from time to time, permitting Lender, upon waiving the right to judgment for a deficiency, to hold the foreclosure sale of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, real estate three (a3) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchasermonths after a foreclosure judgment is entered.

Foreclosure. In Upon the event 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 (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at 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 may manage, rent or lease the Property or any time thereafterportion thereof upon such terms as Mortgagee may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. This Mortgage and Security Agreement is upon the statutory condition, set offfor any breach of which Mortgagee shall have the statutory power of sale, collect and 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 Property en masse or in one separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or more salesin any manner provided by applicable law (MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), or take such steps and to issue, execute and deliver a deed of conveyance, all as then may be necessary provided by applicable law; and Mortgagee, to liquidate and reduce to cash in the hands of Pledgee in whole or in partextent permitted by applicable law, with or without any previous demands or demand of performance or notice or advertisementshall, the whole or any part out of the Collateral in proceeds or avails of such order as Pledgee may electsale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and 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; attorneys’ fees as herein provided, however, that if apply such disposition is at private sale, then the purchase price of the Collateral will be equal proceeds to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalIndebtedness, including all appraiser's fees, will be charged against sums advanced or expended by Mortgagee or the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event legal holder of the nonpayment Indebtedness, with interest from date of any indebtedness when due, whether by acceleration advance or otherwise, Pledgeholder will, expenditure at the direction of PledgeeDefault Rate (as defined in the Note), either deliver rendering the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 Collateral heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to be transferred see to the Pledgee or application of the purchaserpurchase money.

Foreclosure. In Upon the event 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, (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at 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 may manage, rent or lease the Property or any time thereafterportion thereof upon such terms as Mortgagee may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, set offto the extent permitted by applicable law, collect as agent or attorney in fact, either after or without such entry, to sell and dispose of the Property en masse or in one separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagor therein, by advertisement or more salesin any manner provided by applicable law, or take such steps (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 necessary provided by applicable law; and Mortgagee, to liquidate and reduce to cash in the hands of Pledgee in whole or in partextent permitted by applicable law, with or without any previous demands or demand of performance or notice or advertisementshall, the whole or any part out of the Collateral in proceeds or avails of such order as Pledgee may electsale, after first paying and retaining all fees, charges, costs of advertising the Property and of making said sale, and 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; attorneys' fees as herein provided, however, that if apply such disposition is at private sale, then the purchase price of the Collateral will be equal proceeds to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalIndebtedness, including all appraiser's fees, will be charged against sums advanced or expended by Mortgagee or the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event legal holder of the nonpayment Indebtedness, with interest from date of any indebtedness when due, whether by acceleration advance or otherwise, Pledgeholder will, expenditure at the direction of PledgeeDefault Rate (as defined in the Note), either deliver rendering the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 Collateral heirs, successors and assigns of Mortgagor, and all other persons claiming the Property aforesaid, or any part thereof, by, from, through or under Mortgagor. The legal holder of the Indebtedness may purchase the Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to be transferred see to the Pledgee or application of the purchaserpurchase money.

Foreclosure. In (a) During the continuance of a default, this Mortgage may be foreclosed as to the Mortgaged Properties, or any part thereof, in 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 Collateral under the Uniform Commercial Code of the State of Kansas, as amended, or under the 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) to the extent permitted by law, 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 nonpayment of any indebtedness when dueliens and/or security interests evidenced hereby, whether by acceleration or otherwisethe Collateral, or upon any part thereof, and the happening of any of the events specified in the last preceding paragraph, Pledgee may thenMortgaged Properties, or at any time thereafterpart thereof, may, at its electionthe option of Agent, applybe sold, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in a whole or in partparts, with together or separately (including, without any previous demands or demand limitation, where a portion of performance or notice or advertisementthe Mortgaged Properties is sold, the whole 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 Collateral in such order as Pledgee may electProperty shall not exhaust the powers of sale herein granted with respect to personal property or the right to judicial foreclosure, and any such successive sale or sales may be made either at public or private until the whole of the Property shall be sold, and, if the proceeds of such sale at its place of business or elsewhereless than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, or at any broker's board or securities exchange, either for cash or upon credit or for future deliverythis 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 if such disposition is at private sale, then the purchase price of the Collateral will be equal Mortgagor shall never have any right to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that require the sale of less than the 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 whole of the value of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of PledgeeProperty. In the event any sale hereunder is not completed or is defective in the opinion of Agent, such sale shall not exhaust the nonpayment powers of any indebtedness when duesale hereunder with respect to personal property or the right to judicial foreclosure, whether and Agent shall have the right to cause a subsequent sale or sales to be made. Any sale may be adjourned by acceleration or otherwise, Pledgeholder will, announcement at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder time and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take place appointed for such action sale without further notice except as may be required by 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 appropriate to cause the Collateral to be transferred to Pledgee or incident to any purchaser, sale held by it (including, without limitation, (a) 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 date 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 due and filling payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any stock assignments 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 transfer Agent, any public officer acting under execution or order of the court or any other party to have physically present or constructively in questionhis/her or its possession, (b) either at the time of or prior to deliver same together with such sale, the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee Property or the purchaserany part thereof.

Foreclosure. In Upon the event occurrence of an Event of Default, it shall be lawful for the Mortgagee and the Mortgagee is hereby authorized and empowered to foreclose this Mortgage under court action, and to cause to have sold the Mortgaged Property, as an entirety or in separate lots or parcels, 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 nonpayment of 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 indebtedness when due, whether by acceleration or otherwise, or upon the happening of any portion of the events specified in Mortgaged Property which is subject to the last preceding paragraphUniform Commercial Code (which portion, Pledgee may thenif 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 at any time thereafterdecree of a Court of competent jurisdiction. The Mortgagee shall further, at its electionoption, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary authorized to liquidate and reduce foreclose this Mortgage subject to cash in the hands rights of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part tenants of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee to do so, one named by Pledgee within such ten (10) day periodMortgaged Property, and the third named failure to name any such tenants as parties defendant to any such foreclosure proceedings and to foreclose their rights ▇▇▇▇ not be, nor asserted by the two appraisers so selectedMortgagor or any other persons to be, with a defense to any proceedings instituted by the appraisal Mortgagee to collect the sums secured hereby. The Mortgagee shall have the right to credit the amount of its bid, should it be rendered by such body within thirty (30) days the successful bidder on the Mortgaged Property or any portion thereof, upon the unpaid outstanding amount of the appointment Indebtedness secured hereby in lieu 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchasera cash payment therefor.

Foreclosure. In the event If any Event of the nonpayment of any indebtedness when dueDefault shall have occurred and be continuing, whether by acceleration Trustee or otherwise, or upon the happening of any of the events specified in the last preceding paragraph, Pledgee Beneficiary may then, or at any time thereafterproceed, at law or in equity or otherwise: (a) to institute an action to foreclose its election, apply, set off, collect interest under the Lien of this Mortgage against the Mortgaged Property by judicial foreclosure sale or sell strict foreclosure in one proceeding or more salesagainst 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 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 the leasehold 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 steps 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 other security herein or elsewhere provided for, in such manner and at such times as the law may allow, and may proceed therein to the extent permitted, and subject to the limitations imposed, by law to final judgment and execution for all sums payable by Grantor in accordance with the provisions of the Credit Agreement and the other Loan Documents, and all sums which may have been advanced by Beneficiary in accordance with the provisions of this Mortgage, for Taxes and Other Charges, water or sewer rents, charges or claims, payment on prior liens, insurance or repairs to the Mortgaged Property, all costs of suit, together with interest thereon at such interest rate as may be necessary 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 liquidate Beneficiary of the full amount due Beneficiary, and reduce attorneys' fees through and including all appellate levels; and/or (c) to cash in the hands of Pledgee in whole or in partsell, with or without any previous demands or demand of performance or notice or advertisementassign, transfer and deliver the whole or or, from time to time, any part of the Collateral Mortgaged Property, or any interest in any part thereof, at any private sale or at public auction permitted by law, with such order demand, advertisement or notice as Pledgee may electrequired 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 of all or 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 portion of the Collateral will be equal to Mortgaged Property, Beneficiary may order the public market price then in effect, or, if at the time performance of sale no public market for the Collateral exists, then, in recognition environmental assessments of the fact that Mortgaged Property by qualified professionals, the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The reasonable cost of such appraisal, including all appraiser's fees, will which shall be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold borne by Grantor and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchasersecured hereby.

Foreclosure. (a) Upon the happening of any and every such Event of Default, Borrower (i) declares its assent to the passing of a decree for the sale of any or all of the Property or any estate or interest therein by any equity court having jurisdiction over the sale of the Property, and (ii) authorizes and empowers the Trustee to take possession of any or all of the Property to sell any or all of it or any estate or interest therein in accordance with the provisions of Rule W of the Maryland Rules of 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 trust or security agreements, including any amendments thereof or additions thereto. Neither the foregoing assent to decree nor the foregoing power of sale shall be exhausted if such proceeding or sale is dismissed or canceled before the indebtedness is paid in full. (b) If any or all of the Property or any estate or interest therein is to be sold under the provisions of this Instrument, by virtue of a judicial sale or otherwise, it may be sold at public auction, as in entirety or in one or more parcels, by one sale or by several sales held at one time or at different times, with such postponement of any such sale as the Trustee may deem appropriate and without regard to any right of Borrower or any other person to the marshalling of assets. The Trustee shall hold such sale 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 required by law and as the Trustee may deem appropriate. METLIFE may bid and become the purchaser at any such sale, and shall, upon presentation of the 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 such unpaid balance or interest as METLIFE may specify, against any price bid by METLIFE thereat. The terms of sale being complied with, the Trustee shall convey to and at the cost of the purchaser at such sale ▇▇▇▇▇▇▇▇'s interest in so much of the 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 ▇▇▇▇▇▇▇▇'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 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 amounts 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 an 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 the event of foreclosure of this Instrument, an equitable right, otherwise available to it, in respect to marshalling of assets hereunder. (f) In the event of the nonpayment a sale of any indebtedness when due, whether by acceleration or otherwisepart of, or upon interest in, the happening Property in satisfaction of any part of the events specified in debt secured by this Instrument, this Instrument shall, as to the last preceding paragraph, Pledgee may thenremaining part of, or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisementinterest in, the whole Property, continue as a lien for the remainder of the debt. (g) Any sale of the Property or any part of the Collateral in such order as Pledgee may electthereof or any interest therein, and any such sale may be made either at public whether pursuant to foreclosure 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 public market price then in effect, or, if at the time power of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 or otherwise hereunder, Pledgee and Pledgor hereby agree that such private sale will shall forever 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisal, including all appraiser's fees, will be charged perpetual bar against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserBorrower.

Foreclosure. In Upon the event 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, (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 nonpayment jurisdiction in which the Mortgaged Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or upon the happening of to enforce any of the events specified in the last preceding paragraph, Pledgee may thencovenants hereof, or at Mortgagee may, either personally or by agent or attorney-in-fact, enter upon and take possession of the Mortgaged Property and may manage, rent or lease the Mortgaged Property or any time thereafterportion thereof upon such terms as Mortgagee may deem expedient, at its electionand collect, applyreceive and receipt for all rentals and other income therefrom and apply the sums so received as hereinafter provided in case of sale. Mortgagee is hereby further authorized and empowered, set offas agent or attorney-in-fact, collect either after or without such entry, to sell and dispose of the Mortgaged Property EN MASSE or in one separate parcels (as Mortgagee may think best), and all the right, title and interest of Mortgagors therein, by advertisement or more salesin any manner provided by the laws of the jurisdiction in which the Mortgaged Property is located, or take such steps (MORTGAGORS HEREBY EXPRESSLY WAIVE ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a deed of conveyance, all as then may be necessary 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 liquidate and reduce to cash in the hands Indebtedness, including all sums advanced or expended by Mortgagee or the legal holder of Pledgee in whole or in partthe Indebtedness, with interest from date of advance or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if expenditure at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Default Rate (provided Mortgagee has provided Mortgagors with notice within ten (10) days after written request by the Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalexpenditure [otherwise, including all appraiser's fees, will be charged against interest shall accrue at the proceeds of sale as an expense Default Rate from the date Mortgagors are notified of such sale. Pledgee may be expenditure]) (as defined in the purchaser of any 1995 Notes or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance2001 Notes), notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In rendering the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s)excess, if any, evidencing 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 ▇▇▇▇▇▇▇▇▇▇, the Collateral heirs, successors and assigns of ▇▇▇▇▇▇▇▇▇▇, and all other persons claiming the Mortgaged Property aforesaid, or any part thereof, by, from, through or under Mortgagors. The legal holder of the Indebtedness may purchase the Mortgaged Property or any part thereof, and it shall not be obligatory upon any purchaser at any such sale to be transferred see to the Pledgee or application of the purchaserpurchase money.

Foreclosure. In Upon the event occurrence of an Event of Default, the entire unpaid Indebtedness shall, at the option of Beneficiary (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 nonpayment jurisdiction in which the Property is located, institute proceedings in any court of any indebtedness when due, whether by acceleration or otherwisecompetent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may, either personally or by agent or attorney in fact, enter upon and take possession of the Property and may manage, rent or lease the Property or any portion thereof upon 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 case of sale. Trustee is hereby further authorized and empowered, either after or without such entry, to 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 laws of the jurisdiction in which the Property is located (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 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 happening 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 state in which the Property is located in satisfaction of the item in default as if under a full foreclosure, but without declaring the unmatured portion of the 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 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 exhausting the right of sale for any unmatured portion of the Indebtedness or for any future breach of the covenants, conditions or stipulations set out herein. APPRAISEMENT, STAY AND REDEMPTION LAWS. Grantor expressly waives and relinquishes the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any of the events specified Property, commonly known as Appraisement Laws, and also the benefit of all laws that may hereafter be enacted in any way extending the last preceding paragraph, Pledgee may thentime for the enforcement or the collection of the Indebtedness, or at any time thereafter, at its election, apply, set off, collect creating or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 extending a period 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free redemption from any claim of Pledgor or right of redemption. Demands of performancesale made to collect the Indebtedness, notices of sale, advertisements commonly known as Stay Laws and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserRedemption Laws.

Foreclosure. In (i) 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 (i) sell to the event extent permitted by law and pursuant to the power of sale granted herein, all and singular, the nonpayment Property, and all estate, right, title and interest, claim and demand therein, and right 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 thereafterredemption thereof, at its election, apply, set off, collect or sell in one or more sales, as an entirety or take in parcels, and at such steps times and places as required or permitted by law and as are customary in the county 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 otherwise given as provided by law), or as may be necessary required by law; (ii) institute proceedings for the complete or partial foreclosure of this Security Instrument under the provisions of the laws of the jurisdiction or jurisdictions in which the Property or any part thereof is located, or under any other applica- ble provision of law; or (iii) take all steps to liquidate protect and reduce to cash enforce the rights of Lender, whether by action, suit or proceeding in equity or at law (for the hands specific performance of Pledgee any covenant, condition or agreement contained in whole this Security Instrument, or in partaid of the execution of any power herein granted, with or without for any previous demands foreclosure hereunder, or demand for the enforcement of performance any other appropriate legal or notice equitable remedy), or advertisementotherwise, the whole 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 may conduct any number of sales from time to time. The power of sale shall not be exhausted by any one or more such sales as to any part of the Collateral Property remaining unsold, but shall continue unimpaired until the entire Property shall have been sold. (iii) Upon taking title to the Property (whether by foreclosure, deed in such order as Pledgee may elect, and lieu or otherwise) by Lender or any such sale may be made either at public other purchaser 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 assignee of the Collateral will be equal Property after an Event of Default, Borrower shall assign and transfer all of its right, title and interest in and to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have Property to be registered under the Securities Act of 1933, Lender. Borrower hereby irrevocably appoints Lender 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to execute all documents and take all actions necessary to effectuate such action as assignment and transfer, provided that such power may only be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date exercised by Lender while an Event of Default exists and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaseris continuing.

Foreclosure. In Upon the event occurrence and during the continuance of a ----------- Default, the Trustee 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 nonpayment of any indebtedness when due, whether by acceleration or otherwiseAdministrative Agent to take all actions necessary to sell the Mortgaged Property, or upon any part thereof, situated in the happening State of any Texas in accordance with the statutes of the events specified State of Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by the last preceding paragraphTrustee hereunder may be of the entire Mortgaged Property, Pledgee may thenas an entirety, or in such parcels as the Administrative Agent may request, and any sale may be adjourned by announcement at any the time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take and place appointed for such steps sale without further notice except as may be necessary to liquidate and reduce to cash in required by law. The sale by the hands Trustee of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, less than the whole or any part of the Collateral in such order as Pledgee may electMortgaged Property shall not exhaust the power of sale herein granted, and any the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale may of less than the whole of the Mortgaged Property shall be made either at public or private less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no 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 deliveryhad been made; provided, however, that if such disposition is Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Property but the Administrative Agent shall have the right, at private its sole election, to request the Trustee to sell less than the whole of the Mortgaged Property. After each sale, then 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 Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so Mortgaged Property has been duly sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgeeall 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 when dueto be due and payable, whether by acceleration or otherwiseas to the request to sell, Pledgeholder willor as to notice of time, at the direction place and terms of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer sale and of the Collateralproperties 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 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. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as The Trustee or his or her lawful attorney-in-fact successor or substitute may appoint or delegate any one or more persons as agent to take such action as may be perform any act or acts necessary or appropriate to cause the Collateral to be transferred to Pledgee or incident to any purchasersale held by the Trustee, includingincluding the posting of notices and the conduct of sale, without limitation, (a) to date but in the name and filling any stock assignments necessary for on behalf of the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee Trustee or the purchaserhis or her successor or substitute.

Foreclosure. In 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 event option of Lender; immediately upon the failure of the nonpayment of any 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 upon substitution for all other rights and remedies provided in this Mortgage, the happening of 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 events specified in following: (1) Commence foreclosure proceedings against the last preceding paragraph, Pledgee may then, Property through judicial proceedings or at any time thereafterby advertisement, at its electionthe option of the Lender, applypursuant to the statutes in such case made and provided, set offand to sell the Property or to cause the same to be sold at public sale, collect or sell and to convey the same to the purchaser in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash accordance with said statutes in the hands of Pledgee in whole a single parcel or in part, with several parcels at the option of Lender. (2) Cause to be brought down to date an abstract or without any previous demands or demand of performance or notice or advertisement, the whole or any part abstracts and tax histories of the Collateral in such order as Pledgee may electProperty, and any such sale may be made either at public procure title insurance 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 public market price then in effect, title reports or, if at necessary, procure new abstracts and tax histories. (3) Obtain a receiver to manage the time of sale no public market for Property and collect the Collateral existsrents, then, profits and income therefrom as set forth in recognition of the fact that the sale of the 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 Paragraph 7.2(g). ​ (104) days after written request by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of any sale of the nonpayment of any indebtedness when dueProperty by foreclosure, whether through judicial proceedings, by acceleration advertisement or otherwise, Pledgeholder will, at apply the direction proceeds of Pledgee, either deliver any such sale in the Collateral to Pledgee or follow Pledgee's instructions regarding transfer order following to: (i) all expenses incurred for the collection of the Collateral. Pledgor indebtedness secured hereby appoints Pledgeholder and any successor the foreclosure of Pledgeholder this Mortgage, including reasonable attorneys' fees and disbursements, or such attorneys' fees and disbursements as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitationare permitted by law, (aii) to date all sums expended or incurred by the Lender directly or indirectly in carrying out the terms, covenants and filling any stock assignments necessary for agreements of this Mortgage, the transfer in questionNote and the other related agreements and documents, together with interest thereon as therein provided, (biii) to deliver same together with all accrued and unpaid interest upon the certificate(s)indebtedness, (iv) the unpaid principal amount of the indebtedness, and (v) the surplus, if anyany there be, evidencing the Collateral to be transferred unless a court of competent jurisdiction decrees otherwise, to the Pledgee or the purchaserBorrower.

Foreclosure. In Take possession of and sell the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwiseProperty, or upon any part thereof requested by the happening Beneficiary to be sold, subject to any Lease 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole all or any part of the Collateral Property which the Beneficiary elects and so advertise in such order as Pledgee may electaccordance with Section 7-105(f) of the Real Property Article of the Annotated Code of Maryland or any substitutions or replacements thereto, and in connection therewith the Grantor hereby ASSENTS TO THE PASSAGE OF A DECREE FOR THE SALE OF THE PROPERTY BY THE EQUITY COURT HAVING JURISDICTION AND (b) AUTHORIZES AND EMPOWERS THE BENEFICIARY TO TAKE POSSESSION OF AND DIRECT THE TRUSTEES TO SELL (OR IN CASE OF ANY DEFAULT OF ANY PURCHASER TO RESELL) THE PROPERTY, OR ANY PART THEREOF, all in accordance with the laws of the State of Maryland or rule of court relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair such remedy. In connection with any foreclosure, the Trustees, on behalf of the Beneficiary, may procure such title reports, surveys, tax histories and appraisals as they deem necessary, and all costs and expenses incurred in connection therewith shall be payable by the Grantor. In case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be made either at public sold as an entirety or private in parcels, by one sale at its place of business or elsewhereby several sales, or at as may be deemed by the Trustees to be appropriate and without regard to 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 right of the Collateral will be equal Grantor or any other Person to the public market price then in effect, or, if at the time marshalling of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to itassets. Any sale hereunder may be conducted made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Trustees shall deem appropriate and advantageous and as required by any officer law. Upon the terms of such sale being complied with, the Trustees shall convey to, and at the cost of, the purchaser or agent of Pledgee. In purchasers the event interest of the nonpayment Grantor in the Property so sold, free and discharged of any indebtedness when dueand from all estate, title or interest of the Grantor, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of the 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 acceleration or otherwiseequitable foreclosure, Pledgeholder willshall be held by the Trustees and applied as follows: First, at to pay all costs, charges and expenses attending the direction execution of Pledgeethis trust, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of taking possession of the Collateral. Pledgor hereby appoints Pledgeholder and Property or any successor of Pledgeholder part thereof, or any sale made as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact aforesaid, including but not limited to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) counsel fees of $2,500 to date the attorneys representing the Trustees for conducting the proceedings if without contest, but if legal services be rendered to the Trustees or the Beneficiary in connection with any contested matter in the proceedings, then such other counsel fees and filling any stock assignments necessary for expenses shall be allowed and paid out of the transfer in question, proceeds of such sale or sales as the court having jurisdiction may deem proper; and (b) a Trustees' commission equal to deliver same together with the certificate(s)commission allowed trustees for making sales of property under decrees of the equity court having jurisdiction; Second, to pay all Obligations 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 Beneficiary in its sole discretion may determine; and ▇▇▇▇▇▇, to pay the surplus, if any, evidencing the Collateral to be transferred to the Pledgee Grantor or any Person entitled thereto upon surrender and delivery to the purchaserpurchaser or purchasers of the Property. Immediately upon the filing of any foreclosure proceedings under this Deed of Trust, there shall be and become due and owing by the Grantor all expenses incident to any foreclosure proceedings under this Deed of Trust and a commission on the total amount of the Obligations 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, and no Person shall be required to receive only the aggregate Indebtedness then secured hereby with interest thereon to the date of payment unless the same be accompanied by a tender of such expenses, costs and commission.

Foreclosure. In the event Mortgagee may institute an action 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 salesmortgage foreclosure, or take such steps other action at law or in equity for the enforcement of this Mortgage and realization on the mortgage security or any other security herein or elsewhere provided for, as the law may be necessary allow, and may proceed therein to liquidate final judgment and reduce to cash execution for the entire unpaid balance of the principal debt, with interest thereon at the rate stipulated in the hands Note to the date of Pledgee default, and thereafter at the Default Rate specified in whole or this Mortgage and the Note, together with the Prepayment Premium and all sums due by Mortgagor in part, accordance with or without any previous demands or demand of performance or notice or advertisement, the whole or any part provisions of the Collateral in such order as Pledgee may elect, Note and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisalthis Mortgage, including all appraiser's feessums which may have been loaned by Mortgagee to Mortgagor after the date of this Mortgage, will be charged against all sums which may have been advanced by Mortgagee to preserve, maintain, repair restore or rebuild the proceeds Improvements, to preserve the lien of sale as an expense of such sale. Pledgee may be this Mortgage or the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee priority thereof or to any purchaserenforce the provisions of this Mortgage, including, without limitation, (a) and all sums which may have been advanced by Mortgagee for taxes, water or sewer rents, charges or claims, payments on prior liens, insurance, utilities or repairs to date and filling any stock assignments necessary for the transfer in questionProperty, (b) to deliver same all costs of suit, together with interest at the certificate(s)Default Rate on any judgment obtained by Mortgagee from and after the date 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, if anyor pursuant to any other judicial or nonjudicial proceedings under this Mortgage, evidencing the Collateral to may be transferred to the Pledgee sold in one parcel, as an entirety, or the purchaserin such parcels, and in such manner or order as Mortgagee, in its discretion, may elect.

Foreclosure. In Should Lender elect to foreclose by exercise of the power of sale herein contained, Lender shall notify Trustee and Trustee shall sell the Property in accordance with I.C. 45-1501, et. al. and, in the event of the nonpayment sale of any indebtedness when duePersonalty, whether by acceleration or otherwise, or upon with the happening of any Uniform Commercial Code of the events specified State of Idaho, at public auction to the highest bidder. In case of a sale under this Deed of Trust, the said Property, including the 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 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 last preceding paragraph, Pledgee may then, Property which Borrower has or at any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary had the power to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if convey at the time of sale no public market for its execution of this Deed of Trust, and such as it may have acquired thereafter, subject to the Collateral exists, then, in recognition requirements of I.C. 45-1509. Trustee’s deed shall recite the fact facts showing that the sale was conducted in compliance with all the requirements of the Collateral would have to law and of this Deed of Trust, which recital shall be registered under the Securities Act of 1933, as amended, and that the expenses prima facie evidence of such registration are commercially unreasonable compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for the type value. The power of sale conferred by this Deed of Trust and amount by I.C. 45-1501 et. al. is not an exclusive remedy and when not exercised, Lender may foreclose this Deed of collateral pledged hereunderTrust 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 action or proceeding in which Borrower, Pledgee and Pledgor hereby agree that Trustee or Lender shall be a party unless 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 action or proceeding is brought by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserTrustee.

Foreclosure. In All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of trust in accordance with the event laws of the nonpayment State of any indebtedness when dueNevada are hereby adopted and incorporated into this Deed of Trust by this reference and in accordance with such rights, whether by acceleration or otherwisepowers and privileges: (a) The Trustee may, or and upon the happening 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 events specified other Documents in any manner permitted by applicable law. For any sale under the last preceding paragraphpower of sale granted by this Deed of Trust, Pledgee may Trustee or Beneficiary must record and give all notices required by law and then, or at any upon the expiration of such time thereafteras 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 its election, apply, set off, collect or sell in one or more sales, as an entirety or take in parcels, with such steps 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 be necessary determine and shall execute and deliver to liquidate the purchaser or purchasers thereof a deed or deeds conveying the property sold, but without any covenant or warranty, express or implied, and reduce to cash the recitals in the hands deed or deeds of Pledgee in whole any facts affecting the regularity or in part, with or without any previous demands or demand validity of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 a 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisal, including conclusive against 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgeepersons. In the event of the nonpayment of any indebtedness when duea sale, whether by acceleration foreclosure or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer less than all of the Collateral. Pledgor Mortgaged Property, this Deed of Trust shall continue as a lien and security 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 appoints Pledgeholder 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 any successor of Pledgeholder as escrow agent under all the Joint Escrow Instructions as his or her lawful attorney-in-fact earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to by Trustor; or (iv) take such action as may be necessary steps to protect and enforce its rights whether by action, suit or appropriate to cause the Collateral to be transferred to Pledgee proceeding in equity or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary at law for the transfer specific performance of any covenant, condition or agreement in questionthe Note or in this Deed of Trust, or in aid of the execution of any power herein granted, or for 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 same 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 certificate(s)Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, if anyshall 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, evidencing whether made under the Collateral 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 transferred entitled to hold, lease, rent, operate, manage and sell the Pledgee or the purchasersame in any manner provided by applicable laws.

Foreclosure. In If any Event of Default shall occur and be continuing, the event Collateral Trustee may 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 nonpayment of foregoing, to the extent permitted by law, the Grantor expressly agrees that in any indebtedness when duesuch event the Collateral Trustee, 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or advertisementprivate sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, 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 Subordination Agreement and Section 9.5 hereof. Prior to the disposition of any Collateral, the Collateral Trustee may store, process, repair or 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 said Collateral so sold on behalf of the 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 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. Upon any such sale, 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 such order as Pledgee may electthe 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 sale may be made either at public or private sale shall be held at its 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 fix in the notice of business such sale. At any such private or elsewherepublic sale the Collateral may be sold as an entirety or in separate parcels, 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 announcement at the time and place fixed for such sale, and such sale may without further notice be made at any broker's board time or securities exchange, either for cash place to which the same may be so adjourned. In case of any sale of all or upon any part of the Collateral on credit or for future delivery; provided, 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 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 suits at law or in equity to foreclose the security interest granted pursuant to this Collateral Trust and 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 action. The Grantor further agrees, at the Collateral Trustee’s request, to assemble the Collateral and make it available to the Collateral Trustee at places that if the Collateral Trustee shall reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such disposition is at private collection, sale, then the purchase price enforcement or other realization of the Collateral will be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 all or any part of the Collateral, one named by Pledgor within ten (10) days after written request and any other cash at the time held by the Pledgee Collateral Trustee pursuant to do sothe terms of this Collateral Trust and Security Agreement, one named shall be applied by Pledgee within such ten the Collateral Trustee: (10i) day periodFirst, to the payment of all costs and expenses of every kind paid or incurred by the Collateral Trustee in 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 third named by costs and expenses incidental to the two appraisers so selected, with the appraisal to be rendered by such body within thirty (30) days of the 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 care or safe-keeping of any or all of the Collateral so sold until such costs and hold expenses shall be paid in full; (ii) Second, application to payment of the same thereafter Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all such Series B Notes shall be paid in its own right free from any claim full; and (iii) Third, after the irrevocable payment in full of Pledgor the amount referred to in paragraphs (i) and (ii), the balance, if any, shall be paid over to such other Person or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder Persons as may be conducted required by any officer or agent of Pledgeelaw. In To the event extent permitted by law, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the nonpayment of any indebtedness when duerepossession, whether by acceleration retention or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer sale of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause 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 be transferred it at its address set forth in Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to Pledgee or pay all amounts to any purchaserwhich the Lenders are entitled, including, without limitation, (a) to date and filling any stock assignments necessary the Grantor also being liable for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing fees of counsel employed by the Collateral Trustee to be transferred to the Pledgee or the purchasercollect such deficiency.

Foreclosure. Any sale of Property hereunder may be made at public auction, at such time or times, at such place or places, upon such terms and conditions and after such previous public notice as Trustee shall deem appropriate and advantageous and as required by the laws of the State of Maryland. Upon the terms of such sale being complied with, Trustee shall convey to, and at the cost of, the purchaser or purchasers the interest of 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 purchase money. Lender and any affiliate thereof may be a purchaser of the 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 lawful claims of third parties against the proceeds of any sale; and (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 of that the nonpayment proceeds of any indebtedness when duesuch sale or sales, whether together with all other monies at the time held by acceleration or otherwiseTrustee under this Security Instrument, or upon are insufficient to pay the happening of any of the events specified in the last preceding paragraphforegoing costs and expenses, Pledgee may then, or at any time thereafterLender may, at its electionsole option, apply, set off, collect or sell advance such sums as Lender in one or more sales, or take such steps as may be necessary to liquidate its sole and reduce to cash in absolute discretion shall determine for the hands purpose of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole paying all or any part of the Collateral in such order as Pledgee may electcosts and 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 such sale may or sales are insufficient to pay, in full, all amounts to be made either at public or private sale at its place distributed pursuant to the clause (i) above. The Borrowers shall pay to Trustee a commission in the amount 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 two and one half percent (2.5%) of the Collateral will be equal to then-outstanding debt secured hereby if the public market price then in effect, or, if at the time of Property is advertised for sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have to be registered under the Securities Act provisions of 1933, as amended, this Security Instrument 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 canis not 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 Pledgee to do so, one named by Pledgee within such ten (10) day periodsold, and the third named by Borrowers shall also pay or reimburse Trustee for all of Trustee's expenses and disbursements hereunder regardless of whether the two appraisers so selected, with Property is sold (the appraisal to be rendered by such body within thirty (30) days of the appointment of the third appraiser. The cost of such appraisal, including all appraiser"Trustee's fees, will be charged against the proceeds of sale as an expense of such sale. Pledgee may be the purchaser of any or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(sCommission"), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaser.

Foreclosure. In The Trustees may take possession of and sell the event of the nonpayment of any indebtedness when dueProperty, 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of thereof requested by the Collateral in such order as Pledgee may electBeneficiary to be sold, and 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 in connection therewith the purchase price of the Collateral will be equal Grantors hereby (a) assent to the public market price then in effect, or, if at the time passage of sale no public market a decree for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have Property by the equity court having jurisdiction, and (b) authorize and 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 or rules of court 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, the Beneficiary and/or the Trustees may (a) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (b) make such repairs and Additions to the Property as they deem advisable, all of which shall constitute Expenses. In 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 sale or by several sales, as may be deemed 29 30 by the Trustees to be registered under the Securities Act of 1933, as amended, appropriate 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 without regard 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 any right of the value Grantors or any other Person to the marshaling of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to itassets. Any sale hereunder may be conducted made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Trustees shall deem appropriate and advantageous and as required by any officer Law. Upon the terms of such sale being complied with, the Trustees shall convey to, and at the cost of, the purchaser or agent of Pledgee. In purchasers the event interests of the nonpayment Grantors in the Property so sold, free and discharged of and from all estate, title or interest of the Grantors, at law or in equity (including, but not limited to any indebtedness when duerights 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 the 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 by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustees and applied as his or her lawful attorney-in-fact follows: First, to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, 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 $5,000 to date the attorneys representing the Beneficiary and filling 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 stock assignments necessary for contested matter in the transfer in questionproceedings, 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 (b) a trustees' commission equal to deliver same together with the certificate(s)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, evidencing the Collateral to be transferred to the Pledgee Grantors or any Person entitled thereto upon surrender and delivery to the purchaserpurchaser or purchasers of the Property, and less the Expenses, if any, of obtaining possession. Immediately upon the filing of any foreclosure under this Deed of Trust, there shall also become due and owing by the Grantors a commission on the total amount of the Obligations 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, and no Person shall be required to receive only the aggregate amount of the Obligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. In (a) Should Agent (acting at the event direction of the nonpayment Required Holders) elect to foreclose by exercise of any indebtedness when duethe power of sale herein contained, whether Agent shall deliver to Trustee a written declaration of default and demand for sale, and shall deposit with Trustee this Security Instrument and such receipts and evidence of expenditures made and secured hereby as Trustee may require. (b) Upon receipt of notice from Agent, Trustee shall cause to be recorded, published and delivered to Grantor such notice of default and election to sell as is then required by acceleration or otherwiselaw. Trustee shall, without demand on Grantor, after lapse of such time as may then be required by law and after recordation of such notice of default and after notice of sale having been given as required by law, sell the Property at the time and place of sale fixed by it in said notice of sale, either as a whole, or upon the happening of any of the events specified in the last preceding paragraph, Pledgee may then, separate lots or at any time thereafter, at its election, apply, set off, collect parcels or sell in one or more sales, or take such steps as may be necessary to liquidate items and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee Agent (acting at the direction of the Required Holders) may electdirect Trustee so to do, and 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 auction to the highest bidder for cash or upon credit or for future delivery; provided, however, that if such disposition is at private sale, then the purchase price in lawful money of the Collateral will be equal to the public market price then in effect, or, if United States payable at the time of sale no public market for sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the Collateral existsproperty so sold, thenbut without any covenant or warranty, express or implied. The recitals in recognition such deed of any matter or fact shall be conclusive proof of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to ittruthfulness thereof. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaserperson, including, without limitation, Grantor, Trustee, Agent or any Agent, may purchase at such sale, and Grantor hereby covenants to warrant and defend the title of such purchaser or purchasers. (ac) Subject to date applicable law, Trustee may postpone the sale of all or any portion of the Property by public announcement at the time and filling any stock assignments necessary for place of sale, and from time to time thereafter may postpone such sale by public announcement or subsequently noticed sale, and without further notice make such sale at the transfer time fixed by the last postponement, or may, in questionits discretion, give a new notice of sale. (bd) to deliver same together with The Property may be sold in one or more parcels and in such manner and order as Agent (acting at the certificate(sdirection of the Required Holders), if anymay direct Trustee so to do. A sale of less than the whole of the Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, evidencing the Collateral to and subsequent sales may be transferred to the Pledgee or the purchaser.made hereunder until all

Foreclosure. In All rights, powers and privileges granted to or ----------- conferred upon a beneficiary and trustee under a deed of trust in accordance with the event laws of the nonpayment State of any indebtedness when dueCalifornia are hereby adopted and incorporated into this Deed of Trust by this reference and in accordance with such rights, whether by acceleration or otherwisepowers and privileges: (a) The Trustee may, or and upon the happening 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 events specified other Loan Documents in any manner permitted by applicable law. For any sale under the last preceding paragraphpower of sale granted by this Deed of Trust, Pledgee may Trustee or Beneficiary must record and give all notices required by law and then, or at any upon the expiration of such time thereafteras 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 its election, apply, set off, collect or sell in one or more sales, as an entirety or take in parcels, with such steps 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 be necessary determine and shall execute and deliver to liquidate the purchaser or purchasers thereof a deed or deeds conveying the property sold, but without any covenant or warranty, express or implied, and reduce to cash the recitals in the hands deed or deeds of Pledgee in whole any facts affecting the regularity or in part, with or without any previous demands or demand validity of performance or notice or advertisement, the whole or any part of the Collateral in such order as Pledgee may elect, and 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 a 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 Pledgee 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 (30) days of the appointment of the third appraiser. The cost of such appraisal, including conclusive against 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgeepersons. In the event of the nonpayment of any indebtedness when duea sale, whether by acceleration foreclosure or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer less than all of the Collateral. Pledgor Mortgaged Property, this Deed of Trust shall continue as a lien and security 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 appoints Pledgeholder 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 any successor of Pledgeholder as escrow agent under all the Joint Escrow Instructions as his or her lawful attorney-in-fact earnings, revenues, rents, issues, profits and income thereof, which appointment is hereby consented to by Trustor; or (iv) take such action as may be necessary steps to protect and enforce its rights whether by action, suit or appropriate to cause the Collateral to be transferred to Pledgee proceeding in equity or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary at law for the transfer specific performance of any covenant, condition or agreement in questionthe Note or in this Deed of Trust, or in aid of the execution of any power herein granted, or for 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 same 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 certificate(s)Trustee or Beneficiary under this Deed of Trust whether under the provisions of this Section or otherwise, if anyshall be applied as required by applicable law. (f) Upon any sale made under or by virtue of this Section, evidencing whether made under the Collateral 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 transferred entitled to hold, lease, rent, operate, manage and sell the Pledgee or the purchasersame in any manner provided by applicable laws.

Foreclosure. In The Trustee may take possession of and sell the event of the nonpayment of any indebtedness when dueProperty, 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of thereof requested by the Collateral in such order as Pledgee may electBeneficiary to be sold, and 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 in connection therewith the purchase price of the Collateral will be equal Grantor hereby (a) assents to the public market price then in effect, or, if at the time passage of sale no public market a decree for the Collateral exists, then, in recognition of the fact that the sale of the Collateral would have Property by the equity court having jurisdiction, and (b) 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 or rules of court 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, the Beneficiary and/or the Trustee may (a) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (b) make such repairs and Additions to the Property as they deem reasonably advisable, all of which shall constitute Expenses. In 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 sale or by several sales, as may be deemed reasonably advisable by the Trustee to be registered under the Securities Act of 1933, as amended, appropriate 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 without regard 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 any right of the value Grantor or any other Person to the marshalling of the Collateral, one named by Pledgor within ten (10) days after written request by the Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to itassets. Any sale hereunder may be conducted made at public auction, at such time or times, at such place or places, and upon such terms and conditions and after such previous public notice as the Trustee shall deem appropriate and advantageous and as required by any officer Law. Upon the terms of such sale being complied with, the Trustee shall convey to, and at the cost of, the purchaser or agent of Pledgee. In purchasers the event interest of the nonpayment Grantor in the Property so sold, free and discharged of any indebtedness when dueand from all estate, title or interest of the Grantor, at law or in equity, such purchaser or purchasers being hereby discharged from all liability to see to the application of the purchase money. The proceeds of such sale or sales under this Deed of Trust, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustee and applied as his or her lawful attorney-in-fact follows: First, to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, 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 date the attorneys representing the Beneficiary and filling 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 stock assignments necessary for contested matter in the transfer in questionproceedings, 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 (b) a Trustee' commission equal to deliver same together with the certificate(s)commission allowed Trustee 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, evidencing the Collateral to be transferred to the Pledgee Grantor or any Person entitled thereto upon surrender and delivery to the purchaserpurchaser or purchasers of the Property, and less the Expenses, if any, of obtaining possession. Immediately upon the filing of any foreclosure under this Deed of Trust, there shall also become due and owing by the Grantor a commission on the total amount of the Obligations 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, and no Person shall be required to receive only the aggregate amount of the Obligations to the date of payment unless the same is accompanied by a tender of such commission.

Foreclosure. In the event If an Event of the nonpayment of any indebtedness when dueDefault shall occur hereunder and, 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 such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisementa result thereof, the whole 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 Collateral in such order as Pledgee may elect, and any such sale may be made either Secured Property 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder willauction, at the direction usual place for conducting sales at the Courthouse in the County where the Land or any part thereof lies, in Georgia, to the highest bidder for cash, after advertising the time, terms and place of Pledgeesuch 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, either 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 Collateral to Pledgee purchaser or follow Pledgee's instructions regarding transfer purchasers at such sale a sufficient conveyance of the Collateral. Pledgor 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 Pledgeholder Lender the agent and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact of Borrower to take make such action 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 necessary or appropriate to cause exercised until payment in full of all the Collateral 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 transferred made by Lender shall be effective as to Pledgee or bar the equity of redemption of Borrower in and to any purchaserthe Secured Property, including, without limitation, (a) and Lender shall collect the proceeds of such sale and shall pay to date and filling any stock assignments necessary for Borrower the transfer in question, (b) to deliver same together with the certificate(s)balance remaining, if any, evidencing after payment of the Collateral 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 transferred sold, any tangible or intangible personal Secured Property, or any part thereof, and which constitutes a part of the security hereunder, in the foregoing manner, or as may otherwise be provided by law. The Lender may bid and purchase at any such sale and may satisfy Lender’s obligation to the Pledgee or the purchaserpurchase pursuant to Lender’s bid by canceling an equivalent portion of any Indebtedness then outstanding and secured hereby.

Foreclosure. In (a) When an Event of Default shall have occurred and is continuing or the event of the nonpayment of any indebtedness when Obligations shall become due, whether at maturity, by acceleration or otherwise, or upon Mortgagee shall have the happening of any right to foreclose the consolidated lien of the events specified Existing Mortgages, as amended and restated by this Mortgage in accordance with the laws of the State of New York. In any suit to foreclose the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage, there shall be allowed and included as additional Obligations in the last preceding paragraphdecree of sale, Pledgee all expenditures and expenses which may thenbe paid or incurred 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 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 such action is prosecuted to judgment. All expenditures and expenses of the 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 foreclosure sale permitted hereunder, Mortgagee is hereby authorized and empowered to: (i) to the extent permitted by and in accordance with the applicable provisions of law with respect to real property, sell, assign, transfer and deliver the whole or, from time to time, any part of the Premises, or any interest in any part thereof, at any time thereafter, at its election, apply, set off, collect private sale or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in partby public auction, with or without any previous demands or demand of performance demand, advertisement or notice of the time or advertisementplace of sale or adjournment thereof or otherwise, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Mortgagee in its sole and absolute discretion may determine (such empowerment and procedure being hereinafter referred to as the "Power of Sale"), or (ii) foreclose the consolidated lien of the Existing Mortgages, as amended and restated by this Mortgage, for such indebtedness, or such part thereof, by judicial action. With respect to the Power of Sale, Mortgagee may postpone sale of all or any portion of the Premises by announcement at 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 whole 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. (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 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 this Mortgage, including a partial foreclosure, no defense, counterclaim or 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 such foreclosure action, such defense, counterclaim or 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 such separate action for money damages shall not be deemed to afford any grounds for staying the foreclosure action. (e) Mortgagee, or any nominee of Mortgagee, may be a purchaser of the Premises or a portion thereof or any interest therein at any sale thereof, and may apply to the purchase price all or any part of the Collateral Obligations in lieu of payment in cash of the amount of such order Obligations applied. Any such purchaser shall, upon any such purchase, acquire good title to the properties so purchased, free of the consolidated lien of the Existing Mortgages, as Pledgee may electamended and restated by this Mortgage to the extent of the amount of Obligations so applied, if less than all, and free in 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 public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment all rights of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer redemption in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserMortgagor.

Foreclosure. In (a) The Indenture Trustee or the event Deed of Trust State Trustee, as the case may be, may at a foreclosure sale sell as part of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, or upon Estate the happening of any Grantor's interest as the lessor under the Lease subject to the Lease and the rights of the events specified in Lessee under the last preceding paragraphLease, Pledgee 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 thenbe, 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 Estate free and clear of the Lease or any 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 continuing, the Indenture Trustee may, at any time thereaftertime, at its election, applyand, set offat the written request of a Majority in Interest of Secured Note Holders shall, collect proceed at law or sell in equity or otherwise to enforce the payment of the Secured Notes at the time Outstanding in accordance with the terms hereof and thereof and the Indenture Trustee or the Deed of Trust State Trustee, as the case may be, may, at any time, at its election, and, at the written request of a Majority in Interest of Secured Note Holders shall, foreclose the Lien of this Indenture in one or more salesproceedings as against all or, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or in partextent permitted by law, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Collateral Estate, or any interest in any part thereof. (c) Upon the occurrence and continuance of an Event of Default, the Indenture Trustee or the 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 nonjudicial) of the Liens, security titles and security interests pursuant to this Indenture without declaring the entire secured indebtedness due, and in such order as Pledgee event any such foreclosure sale may elect, 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 either at public or private sale at its place of business or elsewhere, or at hereunder without exhausting the right for 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 unmatured part of the Collateral will secured indebtedness. (d) The parties hereto agree to be equal to the public market price then in effect, or, if at the time of sale no public market for the Collateral exists, then, in recognition bound by Section 6.19 of the fact that the sale of the 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 Pledgee 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 (30) days of the 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 or all Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. In the event of the nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to Pledgee or follow Pledgee's instructions regarding transfer of the Collateral. Pledgor hereby appoints Pledgeholder and any successor of Pledgeholder as escrow agent under the Joint Escrow Instructions as his or her lawful attorney-in-fact to take such action as may be necessary or appropriate to cause the Collateral to be transferred to Pledgee or to any purchaser, including, without limitation, (a) to date and filling any stock assignments necessary for the transfer in question, (b) to deliver same together with the certificate(s), if any, evidencing the Collateral to be transferred to the Pledgee or the purchaserParticipation Agreement.