Common use of Foreclosure Clause in Contracts

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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have (i) Trustee may take possession of and sell the rightProperty, 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 part thereof requested by Lender to be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the Property by the equity court having jurisdiction, and (B) authorizes and empowers Trustee to take possession of and sell (or in case of the default of any purchaser to resell) the Property, or any part thereof, all in accordance with the laws or rules of court of the Commonwealth of Virginia relating to deeds of trust, including any amendments thereof, or additions thereto, which do not materially change or impair the remedy. In connection with any foreclosure, Lender and/or Trustee may (y) procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property as they deem advisable, all of which shall constitute “Expenses” (hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as 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 in one (1) or more sales, as may be deemed by Trustee to be appropriate and without regard to any part thereof at public actionright of Grantor or any other person to the marshalling of assets, in for cash, on credit or for other property, for immediate or future delivery, and for such manner, at such time price or prices and place, upon on such terms having first given such notice prior to the sale of such time, place and conditions, and upon such public notice as the Trustee may deem best for the interest of all concerned consisting of advertisement terms by publication in a at least one (1) newspaper of published or having general circulation in the county or city counties in which the Property or any part thereof is located for or at least once a week for two successive weeks such time or for times as may be required by the laws of the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, and such other period as applicable law may require, and, upon compliance times and 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 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 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 assessmentsmethods, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the LenderTrustee, in its sole discretion, may determine hereunder, it being understood shall deem advantageous and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less proper. “Expenses” means all costs and expenses of obtaining possession. any nature whatsoever incurred at any time and from time to time (cwhether before or after a Default) In by Lender or Trustee in exercising or enforcing any foreclosure sale rights, powers and remedies provided in this Deed of Trust or salesany of the other Loan Documents, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateralincluding, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; reasonable attorney’s fees, court costs, receiver’s fees, management fees and any such sale costs incurred in the repair, maintenance and operation of, or sales shall not release Grantor taking possession of, or any other person obligated on the Obligations or the other indebtedness and obligations secured herebyselling, 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 the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence of a default, Trustee, or his successor or substitute, is authorized and empowered and it shall be his special duty at the request of Holder to sell the Property or any part thereof situated in the State of Texas, at the courthouse of any county (whether or not the counties in which the Property is located are contiguous, if the Property is located in more than one county) in the State of Texas in which any part of the Property 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 of sale conferred by deed of trust, after having given notice of such sale in accordance with such statutes. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Holder may request. To the extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Property. Trustee may, after any request or direction by Holder, sell not only the real property but also the Collateral and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Collateral. After each sale, 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 with general warranty of title of Grantor, subject to the Permitted Encumbrances (and to such leases and other matters, if any, as Trustee may elect upon request of Holder), 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 Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Holder, such sale shall not exhaust the power of sale hereunder 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 Holder shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds or other conveyances given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Obligations and other indebtedness and obligations secured herebySecured Indebtedness or as to the occurrence of any default, or otherwiseas to Holder's having declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by Holder or by such Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee or his successor or substitute may require the successful bidder at any sale to deposit immediately with Trustee cash appoint 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 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 delegate any one or more of such rights, powers and remedies shall not preclude the simultaneous persons as agent to perform any act or later exercise of any acts necessary 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 incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the Property property pursuant thereto 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, if such notice had been given by the expenses, if any, required to correct any irregularity in successor or substitute Trustee conducting the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionsale. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence of a Default, Trustee, his successor or substitute, is authorized and empowered and it shall be his special duty at the request of Noteholder to sell the Mortgaged Property or any part thereof situated in the State of Texas at the courthouse of any county in the State of Texas in which any part of the Mortgaged Property is situated, at public vendue to the highest bidder for cash. The sale shall take place at such area of the courthouse as shall be properly designated from time to time by the commissioners court (or, if not so designated by the commissioners court, at the courthouse door) of the specified county, between the hours of 10 o'clock a.m. and 4 o'clock p.m. (the commencement of such sale to occur within three hours following the time designated in the hereinafter described notice of sale as the earliest time at which such sale shall occur, if required by Applicable Laws) on the first Tuesday in any month after having given notice of such sale at least twenty-one (21) days before the day of sale of the time, place and terms of said sale (including the earliest time at which such sale shall occur) in accordance with the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deeds of trust. Notice of a sale of all or part of the Mortgaged Property by Trustee shall be given by posting written notice thereof at the courthouse door (or other area in the courthouse as may be designated for such public notices) of the county in which the sale is to be made, and by filing a copy of the notice in the office of the county clerk of the county in which the sale is to be made at least twenty-one (21) days preceding the date of the sale, and if the Mortgaged Property to be sold is in more than one county, a notice shall be posted at the courthouse door and filed with the county clerk of each county in which the Mortgaged Property is situated. In addition, Noteholder shall, at least twenty-one (21) days preceding the date of sale, serve written notice of the proposed sale by certified mail on Grantor and each debtor obligated to pay the Indebtedness or any portion thereof according to the records of Noteholder. Service of such notice shall be completed upon deposit of the notice, enclosed in a postpaid certified mail wrapper, properly addressed to Grantor and each such debtor at the most recent address as shown by the records of Noteholder, in a post office or official depository under the care and custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Noteholder may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Mortgaged 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 Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Indebtedness and the expense of executing this trust as provided herein, this Mortgage 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 had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Property but Noteholder shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Mortgaged Property. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and remedies set forth below: (a) Upon sufficient conveyances in the occurrence name of an Event Grantor, conveying the property so sold to the purchaser or purchasers in fee simple with general warranty of Default under Section 12.1 title, and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to 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 other sale held hereunder by Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Noteholder may deem necessary until all of the Mortgaged Property has been duly sold and all Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Noteholder, such sale shall not exhaust the power of sale hereunder 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 Noteholder shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Obligations and other indebtedness and obligations secured herebyIndebtedness, or otherwise. The Trustee may require as to the successful bidder at occurrence of any Default, or as to Noteholder having declared all of such Indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) and of the bid before properties to be sold having been duly given, or as to the bid is received. If Collateral is sold hereunderrefusal, it need not be at failure or inability to act of Trustee or any substitute or successor, or as to the place appointment of sale. The published notice of public saleany substitute or successor Trustee, however, shall state the time and place where the Collateral may be inspected prior or as 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 any other act or thing having been duly done by Noteholder or by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the 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 or any eventsubstitute or successor, 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 taken as prima facie evidence of the exercise truth of the facts so stated and recited. Trustee, his successor or substitute, may appoint or delegate any one or more of such rights, powers and remedies shall not preclude the simultaneous persons as agent to perform any act or later exercise of any acts necessary 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 incident to any sale of the Property as provided above shall be applied: FIRSTheld by Trustee, to pay all proper costs and chargesincluding, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment posting of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, notices and the Lender may direct conducting of sales, but in the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; name and convey the Property to the Town on behalf of BedfordTrustee, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10his successor or substitute.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (ai) Upon the occurrence Trustee may take possession 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 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought requested by ▇▇▇▇▇▇ to collect full payment be sold, and in connection therewith Grantor hereby (A) assents to the passage of a decree for the sale of the indebtedness Property by the equity court having jurisdiction, and other obligations secured hereby. (dB) If authorizes and empowers Trustee to take possession of and sell (or in case of the Grantor: (idefault of any purchaser to resell) 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 or any part thereof, all in accordance with the laws or rules of a building permit and substantial actual construction activitycourt 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 (iiy) construction activity ceases on procure such title reports, surveys, tax histories and appraisals as they deem necessary, and (z) make such repairs and additions to the Property for six as they deem advisable, all of which shall constitute “Expenses” (6hereinafter defined). In the case of any sale under this Deed of Trust, by virtue of judicial proceedings or otherwise, the Property may be sold as an entirety or in parcels, by one (1) sale or by several sales, and any fixtures or Collateral encumbered by this Deed of Trust may be sold at the same sale as the Property or in one (1) or more consecutive months after having initially commencedsales, as may be deemed by Trustee to be appropriate and without regard to any right of Grantor or any other person to the Grantor shall be in default marshalling of this Agreementassets, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms having first given such notice prior to the Lender may direct sale of such time, place and terms by publication in at least one (1) newspaper published or having general circulation in the Trustee foreclose immediately; accelerate the Note county or counties in accordance with Section 12.1.1; and convey which the Property to is located or at such time or times as may be required by the Town laws of Bedford, Virginia, a municipal corporation the Commonwealth of Virginia or rule of court of the Commonwealth of Virginia, for $10and such other times and by such other methods, if any, as Trustee, in its sole discretion, shall deem advantageous and proper. “Expenses” means all costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender or Trustee in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust or any of the other Loan Documents, including, without limitation, reasonable attorney’s fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

Foreclosure. Lender shall have In the rightevent 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 optionelection, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to exercise liquidate and reduce to cash in the rights and remedies set forth below: (a) Upon hands of Pledgee in whole or in part, with or without any previous demands or demand of performance or notice or advertisement, the occurrence of an Event of Default under Section 12.1 whole or any other event defined part of the Collateral in this Deed such order as Pledgee may elect, and any such sale may be made either at public or private sale at its place of Trust 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 “Event expense of Default,” Lender such sale. Pledgee may invoke be the power 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 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 Pledgee is hereby authorized and empowered to expose at one or more sales and sell the Property or hereunder 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 evidence 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 debt pledged to it. Any 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 hereunder may be inspected prior to saleconducted by any officer or agent of Pledgee. 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 secured debt existing (including expenses and partial commission provided herein) prior nonpayment of any indebtedness when due, whether by acceleration or otherwise, Pledgeholder will, at the direction of Pledgee, either deliver the Collateral to TrusteePledgee or follow Pledgee's issuance of a notice of sale in accordance with Section 55-59.1 instructions regarding transfer of the Code Collateral. Pledgor hereby appoints Pledgeholder and any successor of Virginia and two and fifty hundreds percent (2.50%) of Pledgeholder as escrow agent under the secured debt existing (including expenses and partial commission provided herein) after the issuance of Joint Escrow Instructions as his or her lawful attorney-in-fact to take such notice and prior to sale. Such expenses and partial commission action as may be paid by ▇▇▇▇▇▇ on behalf of Grantor butnecessary 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 any eventquestion, 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 deliver same together with the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expensescertificate(s), if any, required evidencing the Collateral 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, be transferred to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations Pledgee 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 the indebtedness and other obligations secured herebypurchaser. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence of any Event of Default, the Trustee, his successor or substitute, is authorized and empowered and it will be his special duty at the request of BNPPLC to foreclose the interest of NAI in the Mortgaged Property or any part thereof by nonjudicial notice and sale, and BNPPLC shall have the right to foreclose by judicial foreclosure, in either case in accordance with applicable law. Any sale made by the Trustee hereunder may be as an entirety or in such parcels as BNPPLC may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Trustee of less than the whole of the Mortgaged Property will not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property is sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property are less than the aggregate of the Secured Obligations then outstanding and the expense of executing this trust as provided herein, this instrument and the lien hereof will 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 NAI will never have any right to require the sale of less than the whole of the Mortgaged Property but BNPPLC will have the right, at its optionsole election, to request the Trustee to sell less than the whole of the Mortgaged Property. The Trustee may sell the Mortgaged Property in parcels or as a whole and in any order the Trustee may elect. After each sale, the Trustee will make to the purchaser or purchasers at such sale good and sufficient conveyances in the name of NAI, conveying the property so sold to the purchaser or purchasers without warranty of title by the Trustee, and will receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the Trustee will satisfy the obligation of purchaser at such sale therefor, and such purchaser will not be responsible for the application thereof. The power of sale granted herein will not be exhausted by any sale held hereunder by the Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as BNPPLC may deem necessary until all of the Mortgaged Property has been duly sold and all Secured Obligations have been fully paid and satisfied. In the event any sale hereunder is not completed or is defective in the opinion of BNPPLC, such sale will not exhaust the power of sale hereunder and BNPPLC will 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 any Secured Obligations, or as to the occurrence of any Event of Default, or as to BNPPLC having declared all or any part of the Secured Obligations to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to the refusal, failure or inability to act of the Trustee or any substitute or successor, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by BNPPLC or by such Trustee, substitute or successor, will be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee, his successor or substitute, may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by the Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Trustee, his successor or substitute. This instrument will be effective as a mortgage as well as a deed of trust and upon the occurrence of an Event of Default may be foreclosed as to any of the Security in any manner permitted by the laws of the State of North Carolina or of any other state in which any part of the Security is situated, and any foreclosure suit may be brought by the Trustee or by BNPPLC. In the event a foreclosure hereunder is commenced by the Trustee, or his substitute or successor, BNPPLC may at any time before the sale of the Security direct the said Trustee to abandon the sale, and may then institute suit for the collection of the Secured Obligations and for the judicial foreclosure of this instrument. It is agreed that if BNPPLC should institute a suit for the collection of the Secured Obligations and for the foreclosure of this instrument, BNPPLC may at any time before the entry of a final judgment in said suit dismiss the same, and require the Trustee, his substitute or successor to exercise the rights power of sale granted herein to sell the Security in accordance with the provisions of this instrument. BNPPLC will have the right to become the purchaser at any sale held by any Trustee or substitute or successor or by any receiver or public officer, and remedies set forth below: (a) any BNPPLC purchasing at any such sale will have the right to credit upon the amount of the bid made therefor, to the extent necessary to satisfy such bid, the outstanding Lease Balance and other Secured Obligations owing to such BNPPLC. 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 ▇▇▇▇▇▇ , BNPPLC may exercise the power its rights of sale granted by this Instrument without prior judicial hearing enforcement with respect to the extent allowed by Virginia law. On Collateral under the application of LenderNorth Carolina Uniform Commercial Code, 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 conditionsas amended, 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 requireconjunction with, 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 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 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 substitution for those rights and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.remedies:

Foreclosure. Lender shall have the rightUpon Borrower’s breach of any representation, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence covenant or agreement of an Event of Default under Section 12.1 or any other event defined Borrower in this Deed of Trust as an “Event of Default,” Lender may invoke Security Instrument, the power of sale and any other remedies permitted by Virginia law Note, the Environmental Indemnity Agreement 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 actionincluding, 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 completedlimited to, Grantor shall the covenants to pay all expenses incurred by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the 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 when due any event, shall be sums 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 Security Instrument, beyond any applicable law. (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcelscure periods expressly specified above, at one the option of Grantee, this Security Instrument may be foreclosed by judicial proceedings, or more sales conducted at different times Grantee may, without further notice, enter and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of take possession of the Property, less personally or through it agents, and it shall be lawful for and the duty of Grantee to sell the Property, en masse or in separate parcels (as Grantee may elect) and all title and interest of Borrower therein, at any place then authorized by law as may be specified in the notice of such sale to the highest bidder, all in compliance with applicable law relating to non-judicial foreclosure sales in effect on the date that foreclosure is commenced. Without limiting the foregoing, the Grantee shall cause to be recorded, published and delivered to Borrower such notice of default and election to sell as shall then be required by applicable law and by this Security Instrument. Grantee shall, without demand on Borrower, after lapse of such time as may then be required by applicable law and after recordation of such notice of default and election to sell and after notice of sale having been given as required by law, sell the Premises at the time and place of sale fixed by the Grantee in said notice of sale, either as a whole, or in separate lots or parcels or items as Grantee shall deem expedient, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Grantee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the Premises so 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. Any person, including, without limitation, Borrower or Grantee, may purchase at such sale and Borrower hereby covenants to warrant and defend the title of such purchaser or purchasers. In addition, Grantee may credit bid at any such sale an amount up to and including the full amount due under the Loan, including, without limitation, accrued and unpaid interest, principal, charges, advances made thereunder. Grantee shall be entitled to collect from Borrower all costs and expenses incurred in pursuing foreclosure, including, but not limited to, attorneys’ fees and costs of obtaining possession. (c) In any foreclosure sale or salesenvironmental reports, appraisals, documentary evidence, abstracts, and title reports. Grantee shall deliver to the Lender shall have the right to sell or cause to be sold either or both purchaser a deed conveying the Property and so sold without any covenant or warranty, expressed or implied. The recitals in the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to deed shall apply the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment proceeds of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note sale in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10applicable law.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon During the occurrence existence of an Event of Default under and otherwise in compliance with Section 12.1 8.02 of the Loan Agreement, the Lender may foreclose or any other event defined in cause the Trustee to foreclose the Lien of this Deed of Trust as an “Event of Default,” Lender may invoke the by judicial process or pursuant to power of sale in accordance with Sections 55-59 to 55-59.4 of the Code of Virginia, and may pursue any other remedies permitted by Virginia applicable law or provided in this Instrument herein or in any of the other Loan DocumentDocuments. The Grantor hereby waives any statutory right of redemption in connection with such foreclosure proceeding. The Grantor acknowledges that ▇▇▇▇▇▇ may exercise the power of sale herein granted may be exercised by this Instrument the Lender without prior judicial hearing to the extent allowed by Virginia lawhearing. 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 Grantor has the right to bid at bring an action to assert the non-existence of a breach or any sale thereunder through a credit bid against the Obligations other defense of Grantor to acceleration 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 Lender shall be entitled to collect all costs and expenses incurred in pursuing such remedies, including, but not limited to, reasonable attorney’s fees and costs of public saledocumentary evidence, however, shall state abstracts and title reports. (b) If the time and place where the Collateral may be inspected prior to sale. In the event a proceeding to exercise Lender invokes the power of sale contained herein is begun but not completedsale, the Lender or the Trustee shall give to the 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance copy of a notice of sale in the manner prescribed by applicable law. The Trustee shall give public notice of sale for three (3) consecutive days in a newspaper published or having a general circulation in the County or City in which the Premises is located and in the manner prescribed by applicable law and shall sell the Premises in accordance with Section 55-59.1 the laws of Virginia. The Trustee, without demand on 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 eventGrantor, shall be secured by this Deed of Trust. The foregoing shall sell the Premises at public auction to the highest bidder at the time and place and under the terms designated in no way be construed to limit the powers notice 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 one or more parcels and in such order as the Trustee may determine. The Trustee may postpone sale of such rights, powers all or any parcel of the Premises by public announcement at the time and remedies shall not preclude the simultaneous or later exercise place of any previously scheduled sale 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 by advertising in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under accordance with 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 . The Lender or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, ’s designee may determine hereunder, it being understood and agreed that, upon such sale before maturity of purchase the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionPremises at any sale. (c) In any foreclosure sale or sales, the Lender The Trustee shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate deliver to the lien and security interest hereof, including without limitation, any leases which may purchaser a Trustee’s deed conveying the Premises so sold with special warranty of title. The recitals in the Trustee’s deed shall be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment prima facie evidence of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase truth of the Property, as evidenced by issuance statements made therein. The Trustee shall apply the proceeds of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in sale accordance with Section 12.1.1; and convey 4.03 hereof. The Trustee shall not be required to take possession of the Property Premises prior to the Town of Bedford, Virginia, a municipal corporation sale thereof or to deliver possession of the Commonwealth of Virginia, for $10Premises to the purchaser at such sale.

Foreclosure. Lender Upon the occurrence of a default, then, upon the giving of notice of such default and of the time and place of sale in the manner provided by law, the Property may be sold by Grantee or its trustee in the manner provided by law under the power of sale conferred hereby. In lieu thereof, and at the Holder’s election, this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of mortgages on real property. Any sale made by Grantee or its trustee hereunder may, subject to applicable law, be as an entirety or in such parcels as Holder may request. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Grantee or its trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Grantee or its trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the 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 Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its optionsole election, to exercise request Grantee or its trustee to sell less than the rights whole of the Property. Grantee or its trustee may, after any request or direction by Holder, sell not only the real property but also any of the Collateral and remedies set forth below: (a) Upon any other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any other part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Grantee or its trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Collateral. The Grantee or its trustee shall execute and deliver to the purchaser its Trustee's Deed conveying the Property so sold but without any covenant or warranty, express or implied, and shall receive the proceeds of said sale or sales and apply the same as herein provided. The power of sale granted herein shall not be exhausted by any sale held hereunder by Grantee or its trustee or its substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Holder, such sale shall not exhaust the power of sale hereunder 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 Holder shall have the right to bid at any cause a subsequent 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 sales 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 receivedbe made hereunder. If Collateral is sold hereunder, it need not be at the place of sale. The published notice of public sale, however, Grantee or its trustee or its successor or substitute 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a have given notice of sale in accordance with Section 55-59.1 hereunder, any successor or substitute trustee thereafter appointed may complete the sale and the conveyance 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 property pursuant thereto as if such notice and prior to had been given by the successor or substitute trustee conducting the 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Grantor hereby authorizes and empowers the Trustee, or his successor or substitute, and it shall be his special duty at the request of ▇▇▇▇▇▇ to take possession of and/or to sell the Property or any part thereof. Prior to any sale of the Property by Trustee, Trustee shall notify Grantor in accordance with all applicable laws. In the event of a postponement of any sale of the Property, which may be done in the sole discretion of Trustee, no new or additional notice need be given by Trustee to Grantor for the next scheduled sale of the Property. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Holder may request at such time and place, and after such previous public advertisement as Trustee shall deem advantageous and proper and at such times and containing such information as required by applicable laws and rules, without regard to any right of the Grantor or any other person to the marshalling of assets. Public advertisement prior to foreclosure sale of the time, place and terms of sale by publication once a week for two (2) weeks or once a day for three (3) days, which may be consecutive, in a newspaper published or having a general circulation in the city or county in which the Property to be sold, or any portion thereof is located shall be sufficient. Except as may be required by Section 58.1-3340 of the Virginia Code, no purchaser of the Property shall be required to see to the proper application of the purchase money. To the extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this County Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Property. Trustee may, after any request or direction by ▇▇▇▇▇▇, sell not only the real property but also the Collateral and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Collateral. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances, conveying the property so sold to the purchaser or purchasers in fee simple, subject to the Permitted Encumbrances (and to such leases and other event defined in this Deed matters, if any, as Trustee may elect upon request of Trust Holder), and shall receive the proceeds of said sale or sales and apply the same as an “Event herein provided. Payment of Default,” Lender may invoke 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 and granted herein shall not be exhausted by any other remedies permitted sale held hereunder by Virginia law or provided in this Instrument or in any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇▇ or his substitute or successor, and such power of sale may exercise be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event any sale hereunder is not completed or is defective in the opinion of ▇▇▇▇▇▇, such sale shall not exhaust 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 hereunder 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell cause a subsequent sale or cause sales to be made hereunder. Any and all statements of fact or other recitals made in any deed or deeds or other conveyances given by 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 ▇▇▇▇▇▇'s having declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold either or both the Property and the Collateralhaving been duly given, or parts thereof as to the refusal, failure or interests thereininability to act of Trustee or any substitute or successor trustee, subject or as to the appointment of any substitute or successor trustee, or as to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale act or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder thing having been duly done by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment such Trustee, substitute or successor, shall be taken as prima facie evidence of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase truth of the Property, as evidenced by issuance of a building permit facts so stated and substantial actual construction activity, recited. The Trustee or (ii) construction activity ceases on the Property for six (6) his successor or substitute may appoint or delegate any one or more consecutive months after having initially commencedpersons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the Grantor shall be in default posting of this Agreement, notices and the Lender conduct of sale, but in the name and on behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may direct complete the Trustee foreclose immediately; accelerate sale and the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation conveyance of the Commonwealth of Virginia, for $10property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence and during the continuance 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 Lendera default, Trustee is hereby authorized and empowered and it shall be Trustee’s special duty at the request of Beneficiary to expose at one or more sales and sell the Property Collateral, or any part thereof at public actionthereof, as an entirety or in such mannerparcels as Beneficiary may elect, at such time place or places and place, upon such terms and conditions, otherwise in the manner and upon such public notice as may be required by law or, in the absence of any such requirement, as Trustee may deem best for appropriate. If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the interest sale and the conveyance of the Property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. Cumulative of the foregoing and the other provisions of this Section 4.4, as to any portion of the Collateral located in the State of Texas, such sales of all concerned consisting of advertisement in a newspaper of general circulation in the county or city in which the Property or any part thereof of such Collateral shall be conducted at the courthouse of any county (whether or not the counties in which such Collateral is located are contiguous) in the State of Texas in which any part of such Collateral is situated, at public venue to the highest bidder for cash between the hours of ten o’clock a.m. and four o’clock p.m. on the first Tuesday in any month or at least once a week for two successive weeks or for such other period place, time and date as applicable law may require, and, upon compliance provided by the purchaser with the terms of sale and applicable law, convey the Property in fee simple to and at the cost statutes of the purchaserState of Texas then in force governing sales of real estate under powers conferred by deed of trust, 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 after having given 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of such 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 salestatutes. Such expenses and partial commission may be paid by ▇▇▇▇▇▇ on behalf of Grantor but, in any event, shall be secured by this Deed of TrustA POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. 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 lawA POWER OF SALE MAY ALLOW BENEFICIARY OR TRUSTEE TO TAKE THE GRANTED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY GRANTOR UNDER THIS INSTRUMENT. (b) Each legalUpon the occurrence and during the continuance of a default, equitable Beneficiary may exercise its rights of enforcement with respect to the Collateral under the UCC, as amended from time to time, or contractual rightunder the applicable Uniform Commercial Code or any other statute in force in any state to the extent the same is applicable law. Cumulative of the foregoing and the other provisions of this Section 4.4: (i) Beneficiary may enter upon the Lands or otherwise upon Grantor’s premises to exclude Grantor therefrom or to take possession of, power assemble and remedy of Lender collect the Collateral, operate the Collateral or to render it unusable; and (ii) Beneficiary may require Grantor to assemble the Collateral and make it available at a place Beneficiary designates which is mutually convenient to allow Beneficiary or Trustee now to take possession or hereafter dispose of the Collateral; and (iii) written notice mailed to Grantor as provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition at least ten (10) days prior to every other right, power and remedy. The exercise or beginning the date of public sale of the exercise Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests created or evidenced hereby, the Collateral, or any one or more part thereof, may, at the option of such rightsBeneficiary, 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 togetherbe sold, as a whole or in parts parts, together or parcels, at one or more sales conducted at different times and places. Unless separately (including where a different order of application is mandated under applicable law, proceeds derived from any sale portion 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 allowanceLands are sold, the expenses, if any, required to correct any irregularity Collateral related thereto may be sold in connection therewith); and (v) 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 provided for in clause FIRST of Section 4.7 shall include the reasonable expenses of retaking the Collateral, or any part thereof, holding the same and about preparing the protection and execution of this Deed of Trust, and all moneys advanced same 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; SECONDother disposition. Should, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligationsunder this subsection, the balance thereof Collateral be disposed of other than by sale, any proceeds of such disposition shall be immediately due and payable; FOURTH, to pay liens of record against treated under Section 4.7 as if the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the same were sales proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure To the extent permitted by applicable law, the sale hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or the right to judicial foreclosure, and one or more successive sale or salessales may be made until the whole of the Property shall be sold, and, if the Lender proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Instrument and the liens and security interests hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Beneficiary, such sale shall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and Beneficiary shall have the right to sell cause a subsequent sale or cause sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. Trustee or its successor or substitute acting under power of sale may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and 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 either or both the Property and the Collateralhaving been duly given, or, with respect to any sale by Trustee, or parts thereof any successor or interests thereinsubstitute trustee, subject 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 liensother act or thing having been duly done, security interests shall be taken as prima facie evidence of the truth of the facts so stated and other encumbrances and rights which are subordinate recited. Notwithstanding any reference herein to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor Loan Agreement or any other person obligated Loan Document, all persons dealing with the Collateral shall be entitled to rely on any document, or certificate, of Beneficiary as to the Obligations or the other indebtedness and obligations secured herebyoccurrence of an event, such as a “default”, and shall not provide be charged with or forced to them review any claim or defense provision of any other document to determine the accuracy thereof. With respect to any sale held in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment foreclosure of the indebtedness and other obligations secured liens and/or security interests covered 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 , it shall not be necessary for Trustee, Beneficiary, any public officer acting under execution or order of the Propertycourt or any other party to have physically present or constructively in his/her or its possession, as evidenced by issuance either at the time of a building permit and substantial actual construction activityor prior to such sale, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10any part thereof.

Foreclosure. The Lender shall have may foreclose this Deed of Trust and exercise its rights as a secured party for all or any portion of the rightObligations 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 exercise the rights and remedies set forth below: (a) Upon the occurrence take possession of an Event of Default under Section 12.1 all or any other event defined in this Deed portion 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 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 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, proceed to sell the same as a whole or in parts or parcels, at one public auction, for cash or more sales conducted at different times credit, upon any terms the Trustee shall deem appropriate, and placesto have the Trustee take any or all other actions set forth herein or in any of the Loan Documents. Unless a different order of application is mandated under applicable To the extent permitted by law, proceeds derived from any the Borrower consents that such sale may be made of the Property as provided above a whole or in parcels and that real property and personal property may be separately sold or sold as one lot, all as the Trustee in its discretion may determine, and further consents that the sale may be on or off the Property. A bidder’s deposit of not more than ten (10) percent of the sale price may be required (which, as to the Lender, may be in the form of a credit against the unpaid Obligations). Before such sale at public auction is made, there shall first be advertisement of the date, time, place and terms of such sale at least once a week for three successive weeks in the legal notice section of a newspaper having a general circulation in the city or county in which the Property is then located. Such advertisements shall set forth all matters required by Virginia law. This is the “advertisement required” by this Deed of Trust and no other or different advertisement shall be applied: FIRSTnecessary. The Trustee may act hereunder although it may have been, may now be or may hereafter be attorney-in-fact of the Lender in respect to all or any part of the 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 pay 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 proper taxes, levies and assessments, with 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, lawful interest if they have priority over 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 lien of this Deed of Trust, and all moneys advanced including the due pro rata portion thereof for taxesthe current year; third, assessmentsto discharge in the order of their priority the remaining Debt, insuranceif any, secured by this Deed of Trust, and any liens of record inferior to this Deed of Trust, with interest thereon at lawful interest; and, fourth, the rate provided residue of the proceeds shall be paid to the Borrower or its successors or assigns; provided, however, that as to such residue the Trustee shall not be bound by any inheritance, devise, conveyance, assignment or lien of or upon the Borrower’s equity, without actual notice thereof prior to distribution. If the Lender instructs the Trustee to proceed to sell all or any portion of the Property in accordance with the procedure set forth hereinabove and such procedure is terminated prior to such sale by the Trustee, the Lender shall pay a reasonable commission to the Trustee in an amount which is customarily paid in Virginia as compensation for such services rendered by the Trustee, but not exceeding one percent (1%) of the outstanding balance of the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, such commission paid shall be added to the discharge of all Taxes Obligations and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in shall earn interest at the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender Default Rate. The Trustee shall have the right exercisable in its discretion to sell or cause to be sold either or both postpone such sale of the Property and shall advertise the Collateral, terms of such postponement at least once a week for three successive weeks in the newspaper or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights newspapers in which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such notice of sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhad been published. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence of a default, then, upon the giving of notice of such default and of the time and place of sale in the manner provided by law, the Property may be sold by Grantee or its trustee in the manner provided by law under the power of sale conferred hereby. In lieu thereof, and at the Holder’s election, this Deed of Trust may be foreclosed in the same manner provided by law for the foreclosure of mortgages on real property. Any sale made by Grantee or its trustee hereunder may, subject to applicable law, be as an entirety or in such parcels as Holder may request. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Grantee or its trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Grantee or its trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the 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 Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its optionsole election, to exercise request Grantee or its trustee to sell less than the rights whole of the Property. Grantee or its trustee may, after any request or direction by Holder, sell not only the real property but also any of the Collateral and remedies set forth below: (a) Upon any other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any other part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Grantee or its trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Collateral. The Grantee or its trustee shall execute and deliver to the purchaser its Trustee’s Deed conveying the Property so sold but without any covenant or warranty, express or implied, and shall receive the proceeds of said sale or sales and apply the same as herein provided. The power of sale granted herein shall not be exhausted by any sale held hereunder by Grantee or its trustee or its substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Holder, such sale shall not exhaust the power of sale hereunder 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 Holder shall have the right to bid at any cause a subsequent 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 sales 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 receivedbe made hereunder. If Collateral is sold hereunder, it need not be at the place of sale. The published notice of public sale, however, Grantee or its trustee or its successor or substitute 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a have given notice of sale in accordance with Section 55-59.1 hereunder, any successor or substitute trustee thereafter appointed may complete the sale and the conveyance 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 property pursuant thereto as if such notice and prior to had been given by the successor or substitute trustee conducting the 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence of a default, the Trustee, his successor or substitute, is authorized and empowered and it shall be his special duty at the request of the Beneficiary to sell the Mortgaged Property or any part thereof situated in the State of Texas at the courthouse of any county in the State of Texas in which any part of the Mortgaged Property is situated, at public vendue to the highest bidder for cash between the hours of 10 o’clock a.m. and 4 o’clock p.m. on the first Tuesday in any month after having given notice of such sale in accordance with the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by the Trustee hereunder may be as an entirety or in such parcels as the Beneficiary may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Trustee of less than the whole of the Mortgaged Property shall not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the indebtedness secured hereby 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 had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Mortgaged Property but the Beneficiary shall have the right, at its optionsole election, to exercise request the rights Trustee to sell less than the whole of the Mortgaged Property. After each sale, the Trustee shall make to the purchaser or purchasers at such sale good and remedies set forth below: (a) Upon sufficient conveyances in the occurrence name of an Event Grantor, conveying the property so sold to the purchaser or purchasers in fee simple with general warranty of Default under Section 12.1 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 other sale held hereunder by the Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as the Beneficiary may deem necessary until all of the Mortgaged Property has been duly sold and all secured indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke the Beneficiary, such sale shall not exhaust the power of sale hereunder 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 Beneficiary shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds given by the Obligations and other Trustee or any successor or substitute appointed hereunder as to nonpayment of the indebtedness and obligations secured hereby, or otherwise. The Trustee may require as to the successful bidder at occurrence of any default, or as to the Beneficiary having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) and of the bid before properties to be sold having been duly given, or as to the bid is received. If Collateral is sold hereunderrefusal, 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 failure or inability 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%) act of the secured debt existing (including expenses and partial commission provided herein) prior 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 Beneficiary or by such 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 eventsubstitute or successor, shall be secured by this Deed taken as prima facie evidence of Trustthe truth of the facts so stated and recited. The foregoing shall in no way be construed to limit the powers of sale Trustee, his successor or restrict the discretion Trustee substitute, may have under the provisions applicable law. (b) Each legal, equitable appoint 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 delegate any one or more of such rights, powers and remedies shall not preclude the simultaneous persons as agent to perform any act or later exercise of any acts necessary 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 incident to any sale held by the Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of the Property as provided above shall be applied: FIRSTTrustee, 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 his successor or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionsubstitute. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Trustee is authorized and empowered and it shall be his special duty at the request of Beneficiary to sell the Property or any part thereof situated in the State of Texas, at the courthouse of any county (whether or not the counties in which the Property is located are contiguous, if the Property is located in more than one county) in the State of Texas in which any part of the Property 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 of sale conferred by deed of trust, after having given notice of such sale in accordance with such statutes. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Beneficiary may request. To the extent permitted by applicable Law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by Law. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Obligations 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 Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Beneficiary shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Property. Trustee may, after any request or direction by Beneficiary, and remedies set forth below: (a) Upon as agent for the occurrence Beneficiary, sell not only the real property but also the Personalty and other interests which are a part of an Event of Default under Section 12.1 the Property, or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Personalty. After each sale, 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 with general warranty of title of Grantor, subject to the Permitted Encumbrances (and to such leases and other matters, if any, as Trustee may elect upon request of Beneficiary), 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 Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Beneficiary may deem necessary until all of the Property has been duly sold and all Obligations has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Holder, such sale shall not exhaust the power of sale hereunder 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 Beneficiary shall have the right to bid at any sale thereunder through cause 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such subsequent sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.made

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 Default, Lender may also without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Lender’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other event defined in this Deed of Trust terms as an “Event of Default,” Lender may invoke deem commercially reasonable, irrespective of the power impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Lender may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any other remedies portion of the Collateral sold at any such public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by Virginia law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or provided in this Instrument statute now existing or in any other Loan Documenthereafter enacted. Grantor acknowledges that ▇▇▇▇▇▇▇ may exercise the power of sale granted by this Instrument without prior judicial hearing agrees that, to the extent allowed notice of sale shall be required 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%) calendar days’ notice to Pledgor 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 of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. Pledgor hereby agrees that any sale or other disposition of the Collateral may conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in Las Vegas, Nevada in disposing of property similar to the Collateral shall be inspected prior deemed to salebe commercially reasonable. In the event a proceeding Lender shall not be obligated to exercise the power make any sale 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%) Collateral regardless of the 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 having been given. Lender may adjourn any public or private sale from time to time by announcement at the Code of Virginia time and two place fixed therefor, and fifty hundreds percent (2.50%) of such sale may, without further notice, be made at the secured debt existing (including expenses time and partial commission provided herein) after place to which it was so adjourned. To the issuance of such notice and prior to sale. Such expenses and partial commission may be paid maximum extent permitted by ▇▇▇▇▇▇ on behalf of Grantor butlaw, in Pledgor hereby waives any event, shall be secured by this Deed of Trust. The foregoing shall in no way be construed to limit claims against Lender arising because the powers of sale or restrict the discretion Trustee price at which any Collateral may have under been sold at such a private sale was less than the provisions applicable lawprice that might have been obtained at a public sale, even if Lender accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Should Lender elect to foreclose by exercise of the power of sale herein contained, Lender shall have the right, at its option, to exercise the rights notify Trustee and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 or any other event defined in shall deposit with Trustee this Deed of Trust and the Note and such receipts with evidence of expenditures made and secured hereby as an “Event Trustee may require. Trustee shall then have the following duties and powers: (i) Upon receipt 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 such notice from Lender, Trustee is hereby authorized shall cause to be recorded, published and empowered delivered to expose at one or more sales Borrower such Notice of Default and Election to Sell as then required by law and by this Deed of Trust and the Note and after lapse of such time as may then be required by law and after recordation of such notice of default, Trustee without demand on Borrower, shall, after notice of sale having been given as required by law, 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 fixed by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a it in said 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 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, either as a whole or in parts separate parcels or parcelsitems and such order as Trustee may determine, 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 public auction to the highest bidder for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser its deed conveying the Property as provided above so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be applied: FIRSTconclusive proof of the truthfulness thereof. Any person, to pay including, without limitation, Borrower, Trustee or Lender, may purchase at such sale. (ii) After deducting all proper costs costs, fees and chargesexpenses of Trustee and of this trust, including but not limited to recording fees costs of whatever kind and/or court costsevidence of title in connection with sale, abstracts and title reports, advertising expenses, auctioneer's allowance, Trustee shall apply 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 proceeds of sale incurred in and about to payment of: all sums expended under the protection and execution of this Deed of Trustterms hereof, and all moneys advanced for taxesnot then repaid, assessments, insurance, and with accrued interest thereon at the rate provided in then applicable under the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or salesNote; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are availableother sums then secured hereby; and LAST, to pay the remainder of the proceedsremainder, if any, to Grantor, its personal representatives, successors the person or assigns upon persons legally entitled thereto. Trustee may postpone the delivery and surrender to the purchaser sale of possession all or any portion of the PropertyProperty by public announcement at the time and place first fixed for sale, less costs and expenses of obtaining possession. (c) In any foreclosure from time to time thereafter may postpone such sale or salesby public announcement at the time and place fixed by the preceding postponement, and without further notice make such sale at the Lender shall have time fixed by the right to sell or cause to be sold either or both the Property and the Collaterallast postponement, or parts thereof or interests thereinmay, subject to any liensin its discretion, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment give new notice of the indebtedness and other obligations secured herebysale. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender This Mortgage shall be subject to judicial foreclosure and the Property sold in a manner and form prescribed by Law. Any sale made hereunder may be as an entirety or in such parcels as the Collateral Agent may request. In addition, any such sale hereunder may apply to the Leasehold Estate only (subject to the Issuer Lease Agreement) or the entire Property (including, without limitation, the Leasehold Estate and the Issuer Estate) as the Collateral Agent may request. To the extent permitted by applicable Law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by Law. If the proceeds of such sale of less than the whole of the Property or all interests therein shall be less than the aggregate of the Secured Obligations, this Mortgage and the lien hereof shall remain in full force and effect as to the unsold portion of the Property or unsold interests in the Property, as applicable, just as though no sale had been made; provided, however, that the Company and the Issuer shall never have any right to require the sale of less than the whole of the Property or all interests therein but the Collateral Agent shall have the right, at its optionsole election, to exercise request the rights special master to sell less than the whole of the Property or all interests therein. A sale may cover not only the real property but also the Personalty and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any part thereof or interests therein, as a unit and as a part of a single sale, or the sale may be of any part of the Property separately from the remainder of the Property. After each sale, the special master approved by the court shall make to the purchaser or purchasers at such sale good and sufficient conveyances, conveying the property or interests therein so sold to the purchaser or purchasers, subject to the Permitted Encumbrances (and to such leases and other matters, if any), and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to the special master shall satisfy the obligation of purchaser at such sale therefor, and such purchaser shall not be responsible for the application thereof. In the event defined any sale under this Mortgage is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke the Collateral Agent, such sale shall not exhaust the power of sale hereunder 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 Collateral Agent shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds or other conveyances given by the special master as to nonpayment of the Secured Obligations and other indebtedness and obligations secured herebyor as to the occurrence of any default, or otherwise. The Trustee may require the successful bidder at any sale as 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 Agent’s having declared all of said Secured Obligations to 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and or as to the extent that funds remaining in request to sell, or as to notice of time, place and terms of sale and the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause properties to be sold either or both the Property and the Collateralhaving been duly given, or parts thereof or interests therein, subject as to any liens, security interests and other encumbrances and rights which are subordinate to act or thing having been duly done by the lien and security interest hereof, including without limitation, any leases which may Collateral Agent shall be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment taken as prima facie evidence of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase truth of the Property, as evidenced by issuance of a building permit facts so stated and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10recited.

Foreclosure. Lender (a) During the existence of an Event of Default, the Agent may foreclose on the Collateral in any manner permitted by the courts of or in the State of Texas or the jurisdiction in which any Collateral is located. If the Agent should institute a suit against any Collateral or any Debtor for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Agent may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement. (b) To the extent permitted by law, the Agent may exercise all the foreclosure rights and remedies of a secured party under the UCC during the existence of an Event of Default. In connection therewith, the Agent may sell any Collateral at public or private sale, at the office of the Agent or elsewhere, for cash or credit and upon such other terms as the Agent deems commercially reasonable. The Agent may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Agent, the Agent shall have the rightright to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any ▇▇▇▇ of sale, at its optionassignment, or other document representing any sale hereunder, including statements relating to exercise the rights and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 or any Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other event defined actions taken by the Agent 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 relation 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, sale may be conclusively relied 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 otherwisehereunder. The Trustee Agent may require delegate to any agent the successful bidder at performance of any acts in connection with any sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) hereunder, including the sending of notices and the conduct 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender During a Default, Trustee, his successor or substitute, is authorized and empowered and it shall be his special duty at the request of Administrative Agent to take all actions necessary to sell the Mortgaged Property or any part thereof situated in the State of Texas in accordance with the statutes of the State of Texas then in force governing sales of real estate under powers conferred by deed of trust. Any sale made by Trustee hereunder may be of the entire Mortgaged Property or in such parcels as Administrative Agent may request, and any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Mortgaged 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 Mortgaged Property shall be sold; and, if the proceeds of such sale of less than the whole of the Mortgaged Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this Deed of Trust 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 had been made; provided, however, that Grantor shall never have any right to require the -------- ------- sale of less than the whole of the Mortgaged Property but Administrative Agent shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Mortgaged Property. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and remedies set forth below: (a) Upon sufficient conveyances in the occurrence name of an Event Grantor, conveying the Mortgaged Property so sold to the purchaser or purchasers with general warranty of Default under Section 12.1 leasehold title, and shall receive the proceeds of said sale or sales and apply the same as herein provided. Payment of the purchase price to 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 other sale held hereunder by Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Administrative Agent may deem necessary until all of the Mortgaged Property has been duly sold and all of the Secured Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Administrative Agent, such sale shall not exhaust the power of sale hereunder 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 Administrative Agent shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Obligations and other indebtedness and obligations secured herebySecured Indebtedness, or otherwise. The Trustee may require as to the successful bidder at occurrence of any Default, or as to Administrative Agent having declared all of such indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) and of the bid before properties to be sold having been duly given, or as to the bid is received. If Collateral is sold hereunderrefusal, it need not be at failure or inability to act of Trustee or any substitute or successor, or as to the place appointment of sale. The published notice of public saleany substitute or successor trustee, howeveror as to any other act or thing having been duly done by Administrative Agent or by such Trustee, 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 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 eventsubstitute or successor, 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 taken as prima facie evidence of the exercise truth of the facts so stated and recited. Trustee, his successor or substitute, may appoint or delegate any one or more of such rights, powers and remedies shall not preclude the simultaneous persons as agent to perform any act or later exercise of any acts necessary 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 incident to any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and chargesheld by Trustee, including the posting of notices and the conduct of sale, 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 titlename and on behalf of Trustee, 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 his successor or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionsubstitute. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at Immediately commence an action to foreclose this Mortgage by advertisement or judicial proceedings pursuant to applicable law or to specifically enforce its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 provisions 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 indebtedness secured hereby, pursuant to the extent allowed by Virginia law. On the application of Lenderstatutes in such case made and provided, Trustee is hereby authorized and empowered to expose at one or more sales and sell the Property or cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Lender. Without limitation of the foregoing, Lender shall be entitled to sell, release, and convey the Property at public sale and to execute and deliver to the purchasers at such sale good and sufficient deeds of conveyance, rendering any surplus funds, after payment of the indebtedness secured hereby in full and the expense of such sale, including attorneys’ fees as provided by law, to Borrower all in accordance with Chapter 32 of the Michigan Revised Judicature Act, as the same may be amended from time to time, and any similar statutory provisions which may hereafter be enacted in addition thereto or in substitution therefor. (1) In the event foreclosure by advertisement or judicial proceedings are initiated or filed by Lender, all expenses incident to such proceedings, including, but not limited to, attorneys’ fees and costs, shall be paid by Borrower and secured by this Mortgage and by all of the other Loan Documents securing all or any part thereof of the indebtedness evidenced by the Note. The secured indebtedness and all other obligations secured by this Mortgage, including, without limitation, interest at public actionthe default rate of interest under the Note, any prepayment charge, fee or premium required to be paid under the Note in such mannerorder to prepay principal (to the extent permitted by applicable law), at such time attorneys’ fees and placeany other amounts due and unpaid to Lender under the Loan Documents, 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 be bid by Lender in the county event of a foreclosure sale hereunder. In the event of a foreclosure by advertisement or city in which a judicial sale pursuant to a foreclosure decree, it is understood and agreed that Lender or its assigns may become the purchaser of 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 requirethereof. (2) Lender may, and, upon compliance by following the purchaser with procedures and satisfying the terms of sale and requirements prescribed by 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 foreclose on only 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 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 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 portion of the Property as provided above and, in such event, said foreclosure 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, affect 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 lien 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%) Mortgage on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession portion of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, Immediately commence an action 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 foreclose this Deed of Trust as an “Event or to specifically enforce its provisions or any 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 indebtedness secured hereby, pursuant to the extent allowed by Virginia applicable Montana state 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, cause the Property to be sold in such manner, at such time accordance with the requirements 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 procedures provided by said statutes in a newspaper of general circulation single parcel or 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 several parcels at the cost option of Beneficiary. (1) Should Beneficiary have elected to accelerate 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 Beneficiary 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%) initiate foreclosure of the bid before Property by requesting the bid Trustee to effectuate a non-judicial foreclosure sale in compliance with applicable Statute (MCA 71-1-301 et. seq.) (2) Should Beneficiary have not elected to accelerate the indebtedness secured hereby, Beneficiary may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by directing the Trustee to proceed as if under a full foreclosure, conducting sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Deed of Trust due, and provided that if said sale is received. If Collateral is sold hereundermade because of such default, 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 such sale may be inspected prior made subject 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%) unmatured part of the secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of sale indebtedness. Such sale, if so made, shall not in accordance with Section 55-59.1 any manner affect the unmatured part 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, but as to such unmatured part, this Deed of Trust shall remain in full force as though no sale had been made. The foregoing shall in no way Several sales may be construed to limit made without exhausting the powers right 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 with respect to every other right, power and remedy. The exercise or beginning any unmatured part of the exercise of any one or more of such rightssecured indebtedness, powers it being the purpose and remedies shall not preclude intent hereof to provide for a foreclosure and 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: FIRSTfor any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are instituted by Beneficiary, all expenses incident to pay all proper costs and chargessuch proceedings, including 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' feesto, attorneys' fees (including Lender's in house counsel)and costs, shall be paid by Grantor and secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note. The secured indebtedness and all other expenses of sale incurred in and about the protection and execution of obligations secured by this Deed of Trust, and all moneys advanced for taxesincluding, assessmentswithout limitation, insurance, and with interest thereon at the rate provided Default Interest Rate, any prepayment charge, fee or premium DEED OF TRUST AND SECURITY AGREEMENT - Page 53 required to be paid under the Note in the Obligations, and order to retain as reasonable compensation a Trustee commission of five percent prepay principal (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining permitted by applicable law), reasonable attorneys' fees and any other amounts due and unpaid to Beneficiary under the Loan Documents, may be bid by Beneficiary in the hands event of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any a foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhereunder. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence The Trustee may take possession 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 Property, or any part thereof requested by the Beneficiary to be sold, and in connection therewith the 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 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 appropriate and without regard to any right of the Grantor or any other Person to the marshalling of assets. Any sale hereunder may be made at public action, in such mannerauction, at such time or times, at such place or places, and place, upon such terms and conditions, conditions and upon after such previous public notice as the Trustee may shall 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 appropriate and advantageous and as applicable law may require, and, upon compliance required by the purchaser with Law. Upon the terms of such sale and applicable lawbeing complied with, the Trustee shall convey the Property in fee simple to to, and at the cost of, the purchaser or purchasers the interest of the purchaserGrantor in the Property so sold, who shall not be liable free and discharged of and 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. 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 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 proceeds 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 sales under the provisions applicable law. (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustee and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain applied 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; THIRDfollows: First, to pay interest(a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, principalamong other things, costs or late charges included a counsel fee of $6,500 to the attorneys representing the Beneficiary and the Trustee for conducting the proceedings if without contest, but if legal services be rendered to the Trustee and the Beneficiary in connection with any contested matter in the Obligationsproceedings, then such other counsel fees shall be allowed and paid out of the `proceeds of such sale or sales as the Lendercourt having jurisdiction may deem proper, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity (b) a Trustee' commission equal to the commission allowed Trustee for making sales of property under decrees of the Obligations, the balance thereof shall be immediately due and payableequity court having jurisdiction; FOURTHSecond, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands all of the Trustees are availableObligations and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and LASTLastly, to pay the remainder of the proceedssurplus, if any, to Grantor, its personal representatives, successors the Grantor or assigns any Person entitled thereto upon the surrender and delivery and surrender to the purchaser of possession or purchasers of the Property, and less costs and expenses the Expenses, if any, of obtaining possession. (c) In . Immediately upon the filing of any foreclosure sale 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 salesdecrees of the equity court having jurisdiction, and no Person shall be required to receive only the Lender shall have aggregate amount of the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate Obligations to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any date of payment unless the same is accompanied by a tender of such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebycommission. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, Immediately commence an action 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 foreclose this Deed of Trust as an “Event or to specifically enforce its provisions with respect to all or any portion 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 Secured Obligations pursuant to the extent allowed by Virginia law. On the application of Lenderstatutes in such case made and provided, Trustee is hereby authorized and empowered to expose at one or more sales and sell the Property or any part thereof cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Beneficiary. (1) Should Beneficiary have elected to accelerate the indebtedness secured hereby, Beneficiary may initiate foreclosure of the Property by electing to advertise the Property for sale and demanding such sale. Upon filing notice of such election and demand for sale with the Trustee, the Trustee shall give and record such notice, as the law then requires as a condition precedent to a trustee’s sale. When the minimum period of time required by law after such notice has elapsed, Trustee, without notice to or demand upon Trustor except as required by law, shall sell the Property at the time and place of sale fixed by it in the notice of sale, at one or several sales, either as a whole or in separate parcels and in such manner and order, all as Beneficiary in its sole discretion may determine, at public actionauction to the highest bidder for cash, 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 lawful money of the purchaserUnited States, who shall not be liable to see to the application payable at time of the purchase moneysale. Lender Neither Trustor nor any other person or entity other than Beneficiary shall have the right to bid at direct the order in which the Property is sold. Subject to requirements and limits imposed by law, Trustee may, from time to time postpone the sale of all or 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%) portion of the bid before the bid is received. If Collateral is sold hereunder, it need not be Property by public announcement at the such time and place of sale. The published notice of , and from time to time may postpone the sale by public sale, however, shall state announcement at the time and place where fixed by the Collateral may be inspected prior to salepreceding postponement. In A sale of less than the event a proceeding to exercise whole of the Property on any defective or irregular sale made hereunder shall not exhaust the power of sale contained herein is begun provided for herein. Trustee shall deliver to the purchaser at such sale a deed conveying the Property or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Beneficiary shall have the right to become the purchaser at any sale held by any Trustee or substitute or successor Trustee, or by any receiver or public officer. Any Beneficiary purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Beneficiary upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Trustor authorizes and empowers the Trustee to sell the Property, in lots or parcels or as a whole, and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto of the estate of title then existing on the Property and bills of sale with covenants of general warranty. Trustor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Trustee, and agrees to accept proceeds of said sale, if any, which are payable to Trustor as provided herein. (2) In the event foreclosure proceedings are instituted by Beneficiary, all expenses incident to such proceedings, including, but not completedlimited to, Grantor attorneys’ and trustee’s fees and costs, shall pay all expenses incurred by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the 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 Trustor and secured by this Deed of Grantor but, in Trust and by all of the other Loan Documents securing all or any event, shall be part of the Secured Obligations. The Secured Obligations and all other obligations secured by this Deed of Trust. The foregoing shall in no way , including, without limitation, interest at the Default Interest Rate, any prepayment charge, fee or premium required to be construed to limit the powers of sale or restrict the discretion Trustee may have paid under the provisions applicable law. Note in order to prepay principal (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining permitted by applicable law), reasonable attorneys’ and trustee’s fees and any other amounts due and unpaid to Beneficiary under the Loan Documents, may be bid by Beneficiary in the hands event of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any a foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhereunder. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence The Trustees may take possession 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 Property, or any part thereof requested by the Beneficiary to be sold, and in connection therewith the Grantors hereby (a) assent to the passage of a decree for the sale of the 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 appropriate and without regard to any right of the Grantors or any other Person to the marshaling of assets. Any sale hereunder may be made at public action, in such mannerauction, at such time or times, at such place or places, and place, upon such terms and conditions, conditions and upon after such previous public notice as the Trustee may Trustees shall 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 appropriate and advantageous and as applicable law may require, and, upon compliance required by the purchaser with Law. Upon the terms of such sale and applicable lawbeing complied with, the Trustees shall convey the Property in fee simple to to, and at the cost of, the purchaser or purchasers the interests of the purchaserGrantors in the Property so sold, who shall free and discharged of and from all estate, title or interest of the Grantors, at law or in equity (including, but not be liable limited to any rights under the Sub-Lease and/or the Facility Lease to occupy the Property), such purchaser or purchasers being hereby discharged from all liability to see to the application of the purchase money. Lender shall have , and such purchaser or purchasers having the right to bid at any sale thereunder through a credit bid against terminate the Obligations and other indebtedness and obligations secured hereby, or otherwiseSub-Lease and/or the Facility Lease. 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 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 proceeds 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 sales under the provisions applicable law. (b) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, whether under the assent to a decree, the power of sale, or by equitable foreclosure, shall be held by the Trustees and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain applied 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; THIRDfollows: First, to pay interest(a) all Expenses incurred in connection with such sale or in preparing the Property for such sale including, principalamong other things, costs or late charges included a counsel fee of $5,000 to the attorneys representing the Beneficiary and the Trustees for conducting the proceedings if without contest, but if legal services be rendered to the Trustees and the Beneficiary in connection with any contested matter in the Obligationsproceedings, then such other counsel fees shall be allowed and paid out of the proceeds of such sale or sales as the Lendercourt having jurisdiction may deem proper, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity (b) a trustees' commission equal to the commission allowed trustees for making sales of property under decrees of the Obligations, the balance thereof shall be immediately due and payableequity court having jurisdiction; FOURTHSecond, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands all of the Trustees are availableObligations and all interest then due and accrued thereon, which shall include interest through the date of ratification of the auditor's account; and LASTlastly, to pay the remainder of the proceedssurplus, if any, to Grantor, its personal representatives, successors the Grantors or assigns any Person entitled thereto upon the surrender and delivery and surrender to the purchaser of possession or purchasers of the Property, and less costs and expenses the Expenses, if any, of obtaining possession. (c) In . Immediately upon the filing of any foreclosure sale 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 salesdecrees of the equity court having jurisdiction, and no Person shall be required to receive only the Lender shall have aggregate amount of the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate Obligations to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any date of payment unless the same is accompanied by a tender of such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebycommission. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon Should Agent (acting at the occurrence direction of an Event the Required Holders) elect to foreclose by exercise 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 herein contained, Agent shall deliver to Trustee a written declaration of default 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 conditionsdemand for sale, and upon shall deposit with Trustee this Security Instrument and such public notice receipts and evidence of expenditures made and secured hereby 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 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 legalUpon receipt of notice from Agent, equitable or contractual rightTrustee shall cause to be recorded, power published and remedy delivered to Grantor such notice of Lender or default and election to sell as is then required by law. Trustee now or hereafter provided herein or shall, without demand on Grantor, after lapse of such time as may then be required by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more after recordation of such rightsnotice of default and after notice of sale having been given as required by law, 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 at the time and Collateral separately' or togetherplace of sale fixed by it in said notice of sale, either as a whole whole, or in parts separate lots or parcelsparcels or items and in such order as Agent (acting at the direction of the Required Holders) may direct Trustee so to do, 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 public auction to the highest bidder for cash in lawful money of the Property as provided above United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matter or fact shall be applied: FIRSTconclusive proof of the truthfulness thereof. Any person, to pay all proper costs and chargesincluding, including but not limited to recording fees of whatever kind and/or court costswithout limitation, abstracts and title reportsGrantor, advertising expensesTrustee, auctioneer's allowanceAgent or any Agent, 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)may purchase at such sale, and all other expenses Grantor hereby covenants to warrant and defend the title 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 such purchaser or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionpurchasers. (c) In Subject to applicable law, Trustee may postpone the sale of all or any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both portion of the Property by public announcement at the time and 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 Collateraltime fixed by the last postponement, or parts thereof or interests thereinmay, subject to any liensin its discretion, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment give a new notice of the indebtedness and other obligations secured herebysale. (d) If The Property may be sold in one or more parcels and in such manner and order as Agent (acting at 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 direction of the PropertyRequired Holders), as evidenced by issuance may direct Trustee so to do. A sale of a building permit and substantial actual construction activity, or (ii) construction activity ceases on less than the whole of the Property or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreementherein, and the Lender subsequent sales may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.be made hereunder until all

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence of If an Event of Default under Section 12.1 shall have occurred and be continuing, Trustee, shall, upon being so requested to do by Indenture Trustee, sell any or any other event defined in this Deed all 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 actionauction for cash, in such manner, on the premises or 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 courthouse door 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 located, having first given notice of the time and place of such other period as applicable law may require, and, upon compliance by the purchaser sale in accordance with the terms of sale statute in such case provided, and applicable law, convey the Property so sold to the purchaser in fee simple to and at the cost fee. Out of the purchaserproceeds of said sale, who Trustee shall pay: all costs, charges, expenses, commissions, unpaid taxes, and fees of advertising, selling and conveying the Property and such other assessments, insurance or other fees or costs as may have been incurred; a reasonable fee not 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 exceeding five percent (105%) 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 gross proceeds 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 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, or his successor, in any event, shall be payment of his services hereunder and of collecting the monies secured by this Deed of Trust. The foregoing shall in no way be construed ; a sum sufficient to limit pay the powers of sale entire balance owing on the Obligations secured hereby; and the surplus, if any, to Grantor or restrict the discretion Trustee may have under the provisions applicable lawperson entitled thereto. (b) Each legalShould Indenture Trustee have elected to accelerate the indebtedness secured hereby, equitable Indenture Trustee may initiate foreclosure of the Property by requesting the Trustee to effectuate a non-judicial foreclosure sale. The Trustee of this Deed of Trust shall then sell, or contractual rightoffer for sale, power the Property at public sale to the highest bidder for cash during a three hour period between the hours of ten o'clock a.m. and remedy four o'clock p.m. whose earliest point in time is specified, on the first Tuesday of Lender any month, at the area officially designated for holding such sales at the courthouse of any county in the State of Texas in which any part of the Property is situated, after having given notice of the date, the time period, place and terms of said sale in accordance with the laws of the State of Texas then in force and governing said sales of real property and improvements under powers conferred by deeds of trust. The Property shall be sold by posting, or causing to be posted, at least twenty-one (21) consecutive days prior to the date of said sale, written or printed notice thereof at the courthouse door in each of the counties in which the Property is situated, designating the county where the Property will be sold and designating the date, the time period, the place and the terms of sale. A copy of such notice shall also be filed in the office of the County Clerk in each county of the State of Texas in which any part of the Property is situated at least twenty-one (21) consecutive days before the date of said sale of the Property. Indenture Trustee now or hereafter provided herein other holders of the indebtedness secured hereby shall have the right to become the purchaser at any sale held by any Trustee or substitute or successor Trustee, or by law any receiver or otherwise public officer. Any Holder purchasing at any such sale shall be cumulative have the right to credit the secured indebtedness owing to such Holder upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Grantor authorizes and concurrent and shall be empowers the Trustee to sell the Property, in addition lots or parcels or as a whole, by one sale or by several sales, held at one time or at different times as the Trustee may elect (all rights to every other right, power and remedy. The exercise or beginning a marshaling of the exercise Property, or to a sale in inverse order of any one alienation, being hereby expressly waived by Grantor) and to execute and deliver to the purchaser or more purchasers thereof good and sufficient deeds of such rights, powers and remedies shall not preclude conveyance thereto of the simultaneous or later exercise estate of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell title then existing on the Property and Collateral separately' bills of sale with covenants of general warranty. Grantor binds itself to warrant and forever defend the title of such purchaser or togetherpurchasers when so made by the Trustee, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order agrees to accept proceeds 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 expensessaid sale, if any, which are payable to Grantor as provided herein. In addition to the posting and filing of notices hereinabove provided, and for so long as required to correct any irregularity by law, no foreclosure under the power of sale herein contained shall be held unless Indenture Trustee, at least twenty-one (21) days preceding the date of sale and in the titlemanner prescribed by law, premium for Trustees' bondshall have served written notice of the proposed sale which designates the County where the Property will be sold and designates the date, Commissioner of Account's and/or other auditors' feestime period, attorneys' fees (including Lender's in house counsel), the place and all other expenses the terms of sale incurred in by certified mail on Grantor. Service of such a notice by certified mail shall be completed upon deposit of such notice, postage prepaid and about properly addressed to each such person or entity at the protection and execution address for Grantor indicated on the first page 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 Post Office of the sale United States Postal Service or sales; SECOND, in an official depository under the care and custody of the United States Postal Service. The affidavit of a person knowledgeable of the facts to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon effect that such sale before maturity service was completed shall be prima facie evidence of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens fact of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionservice. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, Immediately commence an action 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 foreclose this Deed of Trust or to specifically enforce its provisions with respect to all or any portion of the Debt pursuant to the statutes in such case made and provided, and sell the Mortgaged Property or cause the Mortgaged Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Beneficiary. (1) Should Beneficiary have elected to accelerate the indebtedness secured hereby, Beneficiary may initiate foreclosure of the Mortgaged Property by requesting the Trustee to effectuate a non-judicial foreclosure sale. Trustee shall give and record such notice as an “Event the law then requires as a condition precedent to a trustee's sale. When the minimum period of Default,” Lender may invoke time required by law after such notice has elapsed, Trustee, without notice to or demand upon Trustor except as required by law, shall sell the power Mortgaged Property at the time and place of sale and any other remedies permitted fixed by Virginia law or provided it in this Instrument or in any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇ may exercise the power notice of sale granted by this Instrument without prior judicial hearing to the extent allowed by Virginia law. On the application of Lendersale, Trustee is hereby authorized and empowered to expose at one or more sales several sales, either as a whole or in separate parcels and sell the Property or any part thereof in such manner and order, all as Beneficiary in its sole discretion may determine, at public actionauction to the highest bidder for cash, 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 lawful money of the purchaserUnited States, who shall not be liable to see to the application payable at time of the purchase moneysale. Lender Neither Trustor nor any other person or entity other than Beneficiary shall have the right to bid at direct the order in which the Mortgaged Property is sold. Subject to requirements and limits imposed by law, Trustee may, from time to time postpone the sale of all or 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%) portion of the bid before the bid is received. If Collateral is sold hereunder, it need not be Mortgaged Property by public announcement at the such time and place of sale. The published notice of , and from time to time may post-pone the sale by public sale, however, shall state announcement at the time and place where fixed by the Collateral may be inspected prior to salepreceding postponement. In A sale of less than the event a proceeding to exercise whole of the Mortgaged Property on any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein. Trustee shall deliver to the purchaser at such sale a deed conveying the Mortgaged Property or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Beneficiary shall have the right to become the purchaser at any sale held by any Trustee or substitute or successor Trustee, or by any receiver or public officer. Any Beneficiary purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Beneficiary upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Trustor authorizes and empowers the Trustee to sell the Mortgaged Property, in lots or parcels or as a whole, and to execute and deliver to the purchaser or purchasers thereof good and sufficient deeds of conveyance thereto of the estate of title then existing on the Mortgaged Property and bills of sale with covenants of general warranty. Trustor binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Trustee, and agrees to accept proceeds of said sale, if any, which are payable to Trustor as provided herein. In addition to the posting and filing of notices hereinabove provided, and for so long as required by law, no foreclosure under the power of sale herein contained herein is begun but not completedshall be held unless Beneficiary, Grantor shall pay all expenses incurred by Trustee and a partial commission computed as follows: one and at least twenty-five hundreds percent one (1.25%21) days preceding the date of sale and in the manner prescribed by law, shall have served written notice of the proposed sale which designates the county where the Mortgaged Property will be sold and designates the date, time period, the place and the terms of sale by certified mail on Trustor. Service of such a notice by certified mail shall be completed upon deposit of such notice, postage prepaid and properly addressed to each such person or entity at the address for Trustor indicated on the first page of this Deed of Trust, in a Post Office of the United States Postal Service or in an official depository under the care and custody of the United States Postal Service. The affidavit of a person knowledgeable of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. (2) Should Beneficiary have not elected to accelerate the indebtedness secured hereby, Beneficiary may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or by directing the Trustee to proceed as if under a full foreclosure, conducting sale as hereinbefore provided, but without declaring the entire indebtedness secured by this Deed of Trust due, and provided that if said sale is made because of such default, such sale may be made subject to the unmatured part of the secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of sale indebtedness. Such sale, if so made, shall not in accordance with Section 55-59.1 any manner affect the unmatured part 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, but as to such unmatured part, this Deed of Trust shall remain in full force as though no sale had been made. The foregoing shall in no way Several sales may be construed to limit made without exhausting the powers right of sale or restrict with respect to any unmatured part of the discretion Trustee may have under secured indebtedness, it being the provisions applicable lawpurpose and intent hereof to provide for a foreclosure and the sale of the Mortgaged Property for any matured portion of said secured indebtedness without exhausting the power of foreclosure. (b3) Each legalIn the event foreclosure proceedings are instituted by Beneficiary, equitable or contractual rightall expenses incident to such proceedings, 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 rightincluding, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' feesto, attorneys' and trustee's fees (including Lender's in house counsel)and costs, shall be paid by Trustor and secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the Debt. The Debt and all other expenses of sale incurred in and about the protection and execution of obligations secured by this Deed of Trust, and all moneys advanced for taxesincluding, assessmentswithout limitation, insurance, and with interest thereon at the rate provided Default Interest Rate (as defined in the ObligationsNote), and any prepayment charge, fee or premium required to retain as reasonable compensation a Trustee commission of five percent be paid under the Note in order to prepay principal (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining permitted by applicable law), reasonable attorneys' and trustee's fees and any other amounts due and unpaid to Beneficiary under the Loan Documents, may be bid by Beneficiary in the hands event of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any a foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhereunder. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

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 any default, in addition to other remedies provided under the Uniform Commercial Code, Bank at any time then or thereafter, in its discretion, may lawfully enter any of Default Borrower's premises or the premises where the Collateral is located, and with or without judicial process, lawfully remove, under Section 12.1 9-609 of the Uniform Commercial Code, the Collateral or records thereof to such place as Bank may deem advisable, or require Borrower to assemble and make any other event defined in this Deed of Trust or all such Collateral available at such reasonable place as an “Event of Default,” Lender Bank may invoke the power of direct, and realize upon (by public or private 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 manner) all or any part of the power Collateral and, unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Bank shall give Borrower, and other parties entitled to notice, reasonable notice in writing before the sale granted by this Instrument without prior judicial hearing to of 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 Collateral or any part thereof at public actionauction or private sale, in such mannerone or more sales, at such time and place, upon such terms and conditionsprice or prices, and upon such terms either for cash or credit or future delivery as Bank may elect, and at any such public notice as the Trustee sale Bank may deem best bid 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 and become 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all of such other rightsCollateral; and/or Bank may foreclose its security interest in the Collateral in any way permitted by law. In connection with any notices to be given pursuant to this Paragraph VII.C., 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 it is agreed in parts or parcels, at one or more sales conducted at different times and placesall instances that five (5) business days notice constitutes reasonable notice. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above Any such notice 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 deemed given when delivered or deposited in the title, premium for Trustees' bond, Commissioner U.S. mail with first class postage. The net proceeds of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales and any amounts received in liquidation of the Collateral, less all costs and expenses incurred in connection therewith, including the costs of collection described in Paragraph VII.B above and, at the option of Bank or as required by law, less any prior lien claims, shall not release Grantor or any other person obligated on be applied against the Obligations or in the other indebtedness and obligations secured herebyorder that Bank in its sole discretion shall decide, and Borrower or other party entitled thereto shall not provide be entitled to them any claim or defense in surplus resulting therefrom. No action taken by Bank pursuant hereto shall affect Borrower's continuing liability to Bank for any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ deficiency remaining after any foreclosure. It is mutually agreed that it is commercially reasonable for Bank to collect full payment disclaim all warranties which arise with respect to the disposition of the indebtedness and other obligations secured herebyCollateral. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender If any Event of Default shall occur and be continuing, the 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 foregoing, to the extent permitted by law, the Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private 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 rightright upon any such public sale or sales and, 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 permitted by Virginia law. On , upon any such private sale or sales, to purchase the application of Lender, Trustee is hereby authorized and empowered to expose at one or more sales and sell the Property whole or any part thereof at public action, in such manner, at such time and place, upon such terms and conditionsof said Collateral so sold on behalf of the Lenders, and upon such public notice as to offset the Trustee may deem best for purchase price thereof against the interest Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of all concerned consisting any claim or right of advertisement in a newspaper whatsoever kind, including any right or equity of general circulation redemption in the county Grantor, which right or city in which equity is, to 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 extent permitted by the purchaser with the terms of sale and applicable law, convey hereby waived and released. Upon any such sale, 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 Collateral Trustee shall have the right to bid deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale thereunder through a credit bid against shall hold the Obligations property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and other indebtedness released, and obligations secured herebyany rights of stay or appraisal which the Grantor has or may have under any rule of law or statute how existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may fix in the notice of such sale. At any such private or otherwisepublic sale the Collateral may be sold as an entirety or in separate parcels, as the Collateral Trustee may determine. The Collateral Trustee may require the successful bidder at shall not be obligated to make any sale pursuant 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 saleany such notice. The published Collateral Trustee may, without notice of or publication, adjourn any public sale, however, shall state or private sale or cause the same to be adjourned from time to time by announcement at the time and place where fixed for such sale, and such sale may without further notice be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be inspected prior 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 saletake up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. In the event a proceeding to exercise The Collateral Trustee, however, instead of exercising the power of sale contained herein is begun but not completedconferred 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 the Collateral Trustee shall pay reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such collection, sale, enforcement or other realization of all expenses incurred by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) or any part of the secured debt existing (including expenses Collateral, and partial commission provided herein) prior any other cash at the time held by the Collateral Trustee pursuant to Trustee's issuance the terms of a notice of sale in accordance with Section 55-59.1 of the Code of Virginia this Collateral Trust 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 eventSecurity Agreement, shall be secured applied 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.Collateral Trustee: (bi) Each legalFirst, equitable to the payment of all costs and expenses of every kind paid or contractual right, power incurred by the Collateral Trustee in connection with this Collateral Trust and remedy of Lender Security Agreement or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one right or more remedy hereunder, including the costs and expenses of such rightsany collection, powers sale, enforcement or other realization, and remedies shall not preclude the simultaneous costs and expenses incidental to the care or later exercise safe-keeping 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 Collateral until such costs and expenses shall be applied: FIRSTpaid in full; (ii) Second, application to pay payment of the Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all proper costs such Series B Notes shall be paid in full; and (iii) Third, after the irrevocable payment in full of the amount referred to in paragraphs (i) 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(ii), the expensesbalance, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, paid over to pay liens of record against the Property according to their priority of lien and to such other Person or Persons as may be required by law. To the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder permitted by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commencedlaw, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the repossession, retention or sale of the Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation 11 hereof) of the Commonwealth time and place of Virginiaany 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 pay all amounts to which the Lenders are entitled, the Grantor also being liable for $10the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: If (a) Upon the occurrence a Subordinated Deed of an Trust 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 occurred and other indebtedness and obligations secured herebybe continuing, 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 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 the Subordinated Secured Parties shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of have commenced the exercise of any one or more remedy under Section 3.2 of such rightsthe Subordinated Security Agreement, powers and (c) the conditions precedent described in Article VIII hereof shall have been satisfied, the Subordinated Secured Parties may, at their option and in addition to any other rights and remedies shall not preclude the simultaneous Subordinated Secured Parties may have at law or later exercise in equity, direct Subordinated Trustees to take possession of all or any or all such other rights, powers portion of the Subordinated Real Property and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may proceed to sell the Property and Collateral separately' or together, same as a whole or in parts or parcels, at one public auction, for cash or credit, upon any terms Subordinated Trustees shall deem appropriate. Grantor consents that such sale may be made of the Subordinated Real Property as a whole or in parcels, all as Subordinated Trustees in their discretion may determine, and further consents that the sale may be conducted on or off the Subordinated Real Property. A bidder's deposit of not more sales conducted than ten percent (10%) of the sale price may be required (which, as to any Subordinated Secured Party, may be in the form of a credit against the unpaid Secured Obligations). Before such sale at public auction is made, there shall first be advertisement of the time, place and terms of such sale at least once a week for three successive weeks in the legal notice section of a newspaper published or having a general circulation in Halifax County, Virginia. Such advertisements shall set forth all matters required by the Virginia Code. This is the "advertisement required" by this Subordinated Deed of Trust and no other or different times advertisement shall be necessary. Subordinated Trustees may act hereunder although they, or either or them, may have been, may now be or may hereafter be attorney or agent of the Subordinated Secured Parties as to all or any part of the Secured Obligations or as to any matter of business whatsoever. Any Subordinated Secured Party may become the purchaser of all or any portion of the Subordinated Property so sold and placesno purchaser shall be required to see to the proper application of the purchase money. Unless a different order of application is mandated under applicable otherwise required by law, Subordinated Trustees shall apply the proceeds derived from of any such sale as follows: first, to discharge the expenses of executing the trust, including a reasonable commission to Subordinated Trustees which shall not exceed two and one-half percent (2 1/2%) of the Property as provided above shall be applied: FIRSTgross proceeds of sale; second, to pay discharge all proper taxes, levies and assessments, with costs and chargesinterest if they have priority over the Lien of this Subordinated Deed of Trust, including but not limited the due pro rata portion thereof for the current year; third, to recording fees of whatever kind and/or court costs, abstracts discharge equally and title reports, advertising expenses, auctioneer's allowance, ratably the expensesremaining Secured Obligations, if any, required secured by this Subordinated Deed of Trust pursuant to correct any irregularity in Section 2 of the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel)Subordinated Security Agreement, and all other expenses any Liens of sale incurred in and about the protection and execution of record inferior to this Subordinated Deed of Trust, with lawful interest; and, fourth, the residue of the proceeds shall be paid to Grantor or its successors or assigns; PROVIDED, HOWEVER, that as to such residue Subordinated Trustees shall not be bound by any conveyance, assignment or Lien of or upon Grantor's equity, without actual notice thereof prior to distribution. If the Subordinated Secured Parties instruct Subordinated Trustees to proceed to sell all or any portion of the Subordinated Property in accordance with the procedure set forth above and all moneys advanced such procedure is terminated prior to such sale by Subordinated Trustees, the Subordinated Secured Parties shall pay a commission to Subordinated Trustees in an amount which is customarily paid in Virginia as compensation for taxessuch services rendered by Subordinated Trustees, assessments, insurance, and with interest thereon at but not exceeding one quarter percent (1/4%) of the rate provided in outstanding balance of the Secured Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, such commission paid shall be added to the discharge of all Taxes Secured Obligations and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in shall earn interest at the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Debt Rate. Subordinated Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right exercisable in their discretion to sell or cause to be sold either or both postpone such sale of the Subordinated Property and shall advertise the Collateralterms of such postponement as required by law, but not less than once a week for three successive weeks in the newspaper or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights newspapers in which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such notice of sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhad been published. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Upon the occurrence and during the continuance of an Event of Default and at the request of the Agent, the Trustee, or his successor or substitute, after publishing notice of the time and place of sale at least three (3) different times in some newspaper published in a county in which the Premises is located, the first of which publications shall be at least twenty (20) days prior to said sale, shall proceed to sell the Premises, at public auction for cash. Any sale made by the Trustee hereunder may be as an entirety or in such parcels as the Agent may request. To the extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by the Trustee of less than the whole of the Premises shall not exhaust the power of sale herein granted, and the Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Premises shall be sold; and, if the proceeds of such sale of less than the whole of the Premises shall be less than the aggregate of the indebtedness secured hereby 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 Premises just as though no sale had been made; provided, however, that the Borrower shall never have any right to require the sale of less than the whole of the Premises but the Agent shall have the right, at its optionsole election, to exercise request the rights Trustee to sell less than the whole of the Premises. Trustee may, after any request or direction by the Agent, sell not only the real property but also the Tangible Personalty and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Premises, or any other part thereof, as a unit and as a part of a single sale, or may sell any part of the Premises separately from the remainder of the Premises. It shall not be necessary for the Trustee to have taken possession of any part of the Premises or to have present or to exhibit at any sale any of the Tangible Personalty. If the Premises is located in two or more counties, it may all be sold in one of the counties if the Trustee so elects. Otherwise, the sale shall occur in the county in which the Premises is located. The sale shall be held at such location in the county as the foreclosure notice may specify. The power of sale granted herein shall not be exhausted by any sale held hereunder by the Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as the Agent may deem necessary until all of the Premises has been duly sold and all secured indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke the Agent, such sale shall not exhaust the power of sale hereunder 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 Agent shall have the right to bid at 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 or other conveyances 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 Agent's having declared all of said indebtedness to be due and payable, or as to the request 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 the refusal, failure or inability to act of the Trustee or any substitute or successor trustee, 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 Agent or by the Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee is hereby released from all obligations imposed by statute which can be waived, including any requirement of qualification or bond. It is agreed that the Agent, in the event of any sale thereunder through a credit of the Premises, may bid against and buy as any third person might, but the Obligations Agent shall not be required to present cash at the sale except to the extent, if any, by which the Agent's bid exceeds the amount of the secured indebtedness, including all expenses of collection and other indebtedness and obligations secured hereby, or otherwisesale provided for herein. The Trustee may require delegate, in his sole discretion, any authority possessed under this Deed of Trust, including the successful bidder authority to conduct a foreclosure sale. Without limiting the foregoing, the Trustee may retain a professional auctioneer to preside over the bidding, and the customary charge for the auctioneer's services shall be paid from sale proceeds as an expense of sale. If prior to or at any foreclosure sale a third party represents to deposit immediately with the Trustee cash in writing that such party holds the next junior lien to this Deed of Trust (whether by judgment lien, junior deed of trust, or certified funds otherwise), the Trustee may disburse surplus proceeds to such third party in an amount not to exceed ten percent (10%) the amount of lien alleged by the bid before third party in its written statement to the bid is receivedTrustee. If Collateral is sold hereunder, it need not A foreclosure sale may be adjourned by the Trustee and may be reset at the place of sale. The published notice of public sale, however, shall state a later time and/or date by announcement at 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 secured debt existing (including expenses originally advertised sale 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 without any event, shall be secured by this Deed of Trustfurther publication. 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 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 foreclosure sale of the Property as provided above Premises shall be applied: FIRSTconducted for cash to be tendered upon the conclusion of the bidding; provided, however, (i) the Trustee may accept a check issued or certified by a local bank as consideration for the sale and (ii) if, in his sole discretion, the Trustee announces before or after bidding that, upon the failure of the high bidder to complete the sale for cash within one (1) hour, the Premises may be sold to the second highest bidder, and if the high bidder should subsequently fail to complete the purchase within that time, then the Trustee may, at his option, close the sale of the Premises to the second highest bidder. The Agent or the Trustee may, after default, advise third parties of the amount (or estimated amount) of principal, interest and expenses that will be outstanding as of the date of any foreclosure sale and may share any other available information regarding the Premises. The Borrower agrees that the Borrower will not bid at any sale hereunder and will not allow others to bid on the Borrower's behalf unless, at the time of sale, the Borrower has cash sufficient 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 sale the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionhis bid. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Should Lender shall have the right, at its option, elect to foreclose by 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 herein contained, Lender shall notify Trustee 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 shall 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of sale in accordance with Section 55I.C. 45-59.1 1501, et. al. and, in the event of the sale of Personalty, with the Uniform Commercial Code of Virginia and two and fifty hundreds percent (2.50%) the State of Idaho, at public auction to the secured debt existing (including expenses and partial commission provided herein) after the issuance highest bidder. In case 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 a sale under this Deed of Trust, the said Property, including the fixtures and the Personal Property, may be sold in one parcel. The foregoing shall in no way be construed to limit the powers of sale or restrict the discretion Any person except Trustee may have 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 provisions applicable law. Deed of Trust; (b3) Each legal, equitable or contractual right, power and remedy to principal due under this Deed 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 Trust; (4) the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expensessurplus, if any, required shall be distributed either to correct any irregularity 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 title, premium for Trustees' bond, Commissioner Property which Borrower has or had the power to convey at the time 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 its 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 such as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, it may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests thereinacquired thereafter, subject to the requirements of I.C. 45-1509. Trustee’s deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The power of sale conferred by this Deed of Trust and by I.C. 45-1501 et. al. is not an exclusive remedy and when not exercised, Lender may foreclose this Deed of Trust as a mortgage. The Trustee is not obligated to notify any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such party hereto of pending sale or sales shall not release Grantor or under any other person obligated on the Obligations Deed of Trust or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in of any action or proceeding brought hereunder by ▇▇▇▇▇▇ in which Borrower, Trustee or otherwise Lender shall be a party unless such action or proceeding is brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyTrustee. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, Immediately commence an action 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 foreclose this Deed of Trust as an “Event or to specifically enforce its provisions or any 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 Obligations pursuant to the extent allowed by Virginia law. On the application of Lender, Trustee is hereby authorized statutes in such case made and empowered to expose at one or more sales provided and sell the Property or any part thereof cause the Property to be sold in accordance with the requirements and procedures provided by said statutes in a single parcel or in several parcels at the option of Lender. (1) Should Lender have elected to accelerate the indebtedness secured hereby, Lender may initiate foreclosure of the Property by requesting the Trustee to effectuate a non-judicial foreclosure sale. The Trustee of this Deed of Trust shall then sell, or offer for sale, the Property at public action, sale to the highest bidder for cash after having first given such notice of hearing as to commencement of foreclosure proceedings and obtaining such findings or leave of court as may then be required by law and giving such notice and advertising the time and place of such sale in such manner, at such time and place, upon such terms and conditionsmanner as may then be provided by law, and upon such public notice and any resales and upon compliance with the law then relating to foreclosure proceedings under power of sale, to convey title to the purchaser in as full and ample manner 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 moneyempowered. Lender shall have the right to bid become the purchaser at any sale thereunder through held by any Trustee or substitute or successor Trustee, or by any receiver or public officer. Any Lender purchasing at any such sale shall have the right to credit the secured indebtedness owing to such Lender upon the amount of its bid entered at such sale to the extent necessary to satisfy such bid. Said Trustee may appoint an attorney-in-fact to act in its stead as Trustee to conduct sale as hereinbefore provided. Borrower authorizes and empowers the Trustee to sell the Property, in lots or parcels or as a credit bid against whole, and to execute and deliver to the Obligations purchaser or purchasers thereof good and other sufficient deeds of conveyance thereto of the estate of title then existing on the Property and bills of sale with covenants of general warranty. Borrower binds himself to warrant and forever defend the title of such purchaser or purchasers when so made by the Trustee, and agrees to accept proceeds of said sale, if any, which are payable to Borrower as provided herein. Service of any required notice or pleading by certified mail shall be completed upon deposit of such notice, postage prepaid and properly addressed to each such person or entity at the address for Borrower indicated on the first page of this Deed of Trust, in a Post Office of the United States Postal Service or in an official depository under the care and custody of the United States Postal Service. The affidavit of a person knowledgeable of the facts to the effect that such service was completed shall be prima facie evidence of the fact of service. (2) Should Lender have not elected to accelerate the indebtedness and obligations secured hereby, Lender may nonetheless proceed with foreclosure in satisfaction of such default, either through the courts or otherwise. The by directing the Trustee may require to proceed as if under a full foreclosure, conducting sale as hereinbefore provided, but without declaring the successful bidder at any entire indebtedness secured by this Deed of Trust due, and provided that if said sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) is made because of the bid before the bid is received. If Collateral is sold hereundersuch default, 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 such sale may be inspected prior made subject 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%) unmatured part of the secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance of a notice of sale indebtedness. Such sale, if so made, shall not in accordance with Section 55-59.1 any manner affect the unmatured part 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, but as to such unmatured part, this Deed of Trust shall remain in full force as though no sale had been made. The foregoing shall in no way Several sales may be construed to limit made without exhausting the powers right 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 with respect to every other right, power and remedy. The exercise or beginning any unmatured part of the exercise of any one or more of such rightssecured indebtedness, powers it being the purpose and remedies shall not preclude intent hereof to provide for a foreclosure and 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: FIRSTfor any matured portion of said secured indebtedness without exhausting the power of foreclosure. (3) In the event foreclosure proceedings are filed by Lender, all expenses incident to pay all proper costs and chargessuch proceeding, including including, but not limited to recording to, attorneys’ fees of whatever kind and/or court and costs, abstracts shall be paid by Borrower and title reports, advertising expenses, auctioneer's allowance, secured by this Deed of Trust and by all of the expenses, if any, required to correct other Loan Documents securing all or any irregularity in part of the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), indebtedness evidenced by the Note. The Obligations and all other expenses of sale incurred in and about the protection and execution of obligations secured by this Deed of Trust, and all moneys advanced for taxesincluding, assessmentswithout limitation, insurance, and with interest thereon at the rate provided Default Interest Rate (as defined in the ObligationsNote), and any prepayment charge, fee or premium required to retain as reasonable compensation a Trustee commission of five percent be paid under the Note in order to prepay principal (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining permitted by applicable law), attorneys’ and trustee’s fees and any other amounts due and unpaid to Lender under the Loan Documents, may be bid by Lender in the hands event of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any a foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebyhereunder. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender (a) During the existence of an Event of Default, the Secured Party may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located. If the Secured Party should institute a suit against any Collateral or any Debtor for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Secured Party may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement. (b) To the extent permitted by law, the Secured Party may exercise all the foreclosure rights and remedies of a secured party under the UCC during the existence of an Event of Default. In connection therewith, the Secured Party may sell any Collateral at public or private sale, at the office of the Secured Party or elsewhere, for cash or credit and upon such other terms as the Secured Party deems commercially reasonable. The Secured Party may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by law such sales may be made without notice. If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Secured Party, the Secured Party shall have the rightright to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any ▇▇▇▇ of sale, at its optionassignment, or other document representing any sale hereunder, including statements relating to exercise the rights and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 or any Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other event defined actions taken by the Secured Party 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 relation 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, sale may be conclusively relied 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 otherwisehereunder. The Trustee Secured Party may require delegate to any agent the successful bidder at performance of any acts in connection with any sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) hereunder, including the sending of notices and the conduct 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence Any sale 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 Property hereunder 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 be made at public action, in such mannerauction, at such time and placeor times, at such place or places, upon such terms and conditions, conditions and upon after such previous public notice as the Trustee may shall 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 appropriate and advantageous and as applicable law may require, and, upon compliance required by the purchaser with laws of the State of Maryland. Upon the terms of such sale and applicable lawbeing complied with, Trustee shall convey the Property in fee simple to to, and at the cost of, the purchaser or purchasers the interest of such Borrower in the purchaserProperty so sold, who shall not be liable 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 shall have 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 bid at collect any sale thereunder through a credit bid against deficiency from any Borrower; and Lender may apply upon the Obligations 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 other indebtedness free of all rights of redemption in any Borrower and obligations secured hereby, or otherwisefree of all liens and encumbrances subordinate to this Security Instrument. The Trustee may require proceeds of such sale or sales under this Security Instrument, whether under the successful bidder at any sale assent 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 hereundera decree, 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 completedsale, Grantor or by equitable foreclosure, shall pay all expenses incurred be held by Trustee and a partial commission computed applied as follows: one (i) first (A) all Expenses incurred in connection with such sale or in preparing the Property for such sale and twenty-five hundreds percent (1.25%) of obtaining possession including, among other things, counsel fees reasonably incurred shall be allowed and paid out of the secured debt existing proceeds of such sale or sales as the court having jurisdiction may deem proper, (including B) the Trustee's Commission (hereinafter defined) and expenses and partial commission provided herein(C) prior all taxes, levies, assessments or other charges relating to Trustee's issuance the Property which have or in the opinion 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 have, priority over the provisions lien of this Security Instrument, including the pro rata portion thereof applicable law. to the taxable period during which any payment is made pursuant to this subsection; (bii) Each legal, equitable or contractual right, power and remedy of Lender or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRSTsecond, 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), Debt and all other expenses interest then due and accrued thereon, which shall include interest through the date 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 ratification of the sale or salesauditor's account; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST(iii) third, to pay the remainder amount of any liens of record inferior to this Security Instrument, together with lawful interest, and lawful claims of third parties against the proceedsproceeds of any sale; and (iv) lastly, to pay the surplus, if any, to Grantor, its personal representatives, successors any Borrower or assigns upon any person or entity entitled thereto unless otherwise required by law or directed by a court of competent jurisdiction. In the delivery and surrender to event that the purchaser proceeds of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure such sale or sales, together with all other monies at the time held by Trustee under this Security Instrument, are insufficient to pay the foregoing costs and expenses, Lender may, at its sole option, advance such sums as Lender in its sole and absolute discretion shall have determine for the right to sell purpose of paying all or cause to any part of such costs and expenses, and all such sums so advanced shall be sold either or both (A) a lien against the Property and the CollateralProperty, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate (B) added to the lien amount due under the Note and security secured by this Security Instrument, and (C) payable on demand with interest hereofat the rate of interest applicable to the principal balance of the Note, from and including without limitationthe date each such advance is made. In any event, each Borrower shall be liable to Lender for any leases which may be subordinate hereto; and deficiency if the proceeds of any such sale or sales shall not release Grantor or any other person obligated on are insufficient to pay, in full, all amounts to be distributed pursuant to 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 the indebtedness and other obligations secured hereby. (d) If the Grantor: clause (i) fails above. The Borrowers shall pay to receive historic preservation certification Part 1 Trustee a commission in the amount of two and 2 one half percent (conditional2.5%) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on then-outstanding debt secured hereby if the Property is advertised for six (6) or more consecutive months after having initially commenced, sale under the Grantor shall be in default provisions of this AgreementSecurity Instrument and is not sold, and the Lender may direct the Borrowers shall also pay or reimburse Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; for all of Trustee's expenses and convey disbursements hereunder regardless of whether the Property to is sold (the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10"Trustee's Commission").

Foreclosure. Lender shall have Grantee may institute a proceeding or proceedings, judicial, or nonjudicial, by advertisement or otherwise, for the complete or partial foreclosure of this Security Instrument or the complete or partial sale of the Property under power of sale or under any applicable provision of law. Grantee may sell the Property, and all estate, right, title, interest, claim and demand of Grantor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property, and at such time and place and upon such terms as it may deem expedient, or as may be required by applicable law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property. If Grantee elects to institute a non-judicial proceeding for foreclosure of the Property, the Property shall be sold at public sale at the usual place for conducting sales before the door of the courthouse in the county in which the Property, or any part thereof, is located, to the highest bidder for cash, but only after advertising the time, terms and place of such sale once a week for four weeks immediately preceding such sale (but without regard to the number of days intervening between the date of publication of the first advertisement and the date of sale) in a newspaper published in such county, or in the paper in which the sheriff’s advertisements for such county are then published, all other notices being hereby waived by Grantor. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Property or any part of the Property, 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 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. Grantor authorizes Grantee at its option, option to exercise foreclose this Security Instrument subject to the rights (if any) of any tenants of the Property, and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be asserted by Grantor as a defense to any proceedings instituted by Grantee to recover the indebtedness secured hereby or any other event defined in deficiency remaining unpaid after the foreclosure sale of the Property. Upon any sale made under or by virtue of this Deed of Trust as an “Event of Default,” Lender may invoke Security Instrument (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 any other remedies permitted by Virginia law or provided in this Instrument or in any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇ sale), Grantee 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 bid for and empowered to expose at one or more sales and sell acquire the Property or any part thereof at public action, and in such manner, at such time and place, upon such terms and conditions, and upon such public notice as the Trustee lieu of paying cash therefor may deem best make settlement for the interest of all concerned consisting of advertisement in a newspaper of general circulation in purchase price by crediting upon the county or city in which indebtedness 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 net sales price after deducting therefrom 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 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 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 and the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; action and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide sums which Grantee is authorized to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured herebydeduct under this Security Instrument. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

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 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, INCLUDING WITHOUT LIMITATION NOTICE OF INTENT TO ACCELERATE, BEING HEREBY EXPRESSLY WAIVED), and Beneficiary may, in addition to exercising any rights it may have with respect to the Personal Property under Section 12.1 the Uniform Commercial Code of the jurisdiction in which the Property is located, institute proceedings in any court of competent jurisdiction to foreclose this instrument as a mortgage, or to enforce any of the covenants hereof, or Trustee or Beneficiary may (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 portion thereof upon such terms as Beneficiary may deem expedient, and collect, receive and receipt for all rentals and other event defined income therefrom and apply the sums so received as hereinafter provided in case of sale under Trustee's power of sale. Trustee is hereby further authorized and empowered, to the extent permitted by applicable law, upon request of Beneficiary, to sell the Property, en masse or in separate parcels (as Trustee may think best), at public auction to the highest bidder for cash, with or without having taken possession of same. Any such sale (including notice thereof) shall comply with the applicable requirements, at the time of the sale, of any statute or statutes, if any, governing sales of real property under powers of sale conferred by deeds of trust in the jurisdiction in which the Property is located. If, at the time of the sale, there is no statute in force in the jurisdiction in which the Property is located that governs sales of real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law at the time of the sale. GRANTOR EXPRESSLY WAIVES ANY RIGHT TO A HEARING PRIOR TO SUCH SALE, TO THE EXTENT PERMITTED BY APPLICABLE LAW. At any time during the bidding, Trustee may require a bidding party (i) to disclose its full name, state and city of residence, occupation, and specific business office location, and the name and address of the principal the bidding party is representing (if applicable), and (ii) to demonstrate reasonable evidence of the bidding party's financial ability (or, if applicable, the financial ability of the principal of such bidding party), as a condition to the bidding party submitting bids at the foreclosure sale. If any such bidding party (the "Questioned Bidder") declines to comply with the Trustee's requirement in this Deed regard, or if such Questioned Bidder does respond but the Trustee, in Trustee's sole and absolute discretion, deems the information or the evidence of Trust the financial ability of the Questioned Bidder (or, if applicable, the principal of such bidding party) to be inadequate, then the Trustee may continue the bidding with reservation; and in such event (A) the Trustee shall be authorized to caution the Questioned Bidder concerning the legal obligations to be incurred in submitting bids, and (B) if the Questioned Bidder is not the highest bidder at the sale, or if having been the highest bidder the Questioned Bidder fails to deliver the cash purchase price payment promptly to the Trustee, all bids by the Questioned Bidder shall be null and void. Trustee may, in Trustee's sole and absolute discretion, determine that a credit bid may be in the best interest of the Grantor and Beneficiary, and elect to sell the mortgaged Property for credit or for a combination of cash and credit; provided, however, that the Trustee shall have no obligation to accept any bid except an all cash bid. In the event the Trustee requires a cash bid and cash is not delivered within a reasonable time after conclusion of the bidding process, as an “Event specified by the Trustee, but in no event later than 3:45 p.m. local time on the day of Default,” Lender sale, then said contingent sale shall be null and void, the bidding process may invoke be recommenced, and any subsequent bids or sale shall be made as if no prior bids were made or accepted. Upon any foreclosure sale or sales of all or any portion of the Property under the power of sale herein granted, Beneficiary may bid for and purchase the Property and shall be entitled to apply all or any other remedies permitted by Virginia law or provided in this Instrument or in part of the Indebtedness as a credit to the purchase price. After any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇ may exercise the sale under Trustee's power of sale granted by this Instrument without prior judicial hearing pursuant to the extent allowed by Virginia law. On the application of Lenderimmediately preceding paragraph, Trustee is hereby authorized shall make good and empowered sufficient deeds, assignments, and other conveyances to expose at one the purchaser or more sales and sell purchasers thereunder in the name of Grantor, conveying 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 so sold to the Trustee purchaser or purchasers with general warranty of title by Grantor. The legal holder of the Indebtedness 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 purchase 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 requirethereof, 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 it shall not be liable obligatory upon the purchasers at any such sale to see to the application of the purchase money. Lender shall have the right It is agreed that in any deeds, assignments or other conveyances given by Trustee, any and all statements of fact or other recitals therein made as to bid at any sale thereunder through a credit bid against the Obligations and other indebtedness and obligations secured hereby, act or otherwise. The Trustee may require the successful bidder at any sale to deposit immediately with Trustee cash thing having been duly done by 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 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 eventBeneficiary or by or on behalf of Trustee, shall be secured taken by this Deed all courts of Trustlaw and equity as prima facie evidence that such statements or recitals are true, correct, and complete facts. 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 legalshall, 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 out of the exercise of any one proceeds or more avails of such rightssale, powers after first paying and remedies shall not preclude the simultaneous or later exercise retaining all fees, charges, costs of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell advertising the Property and Collateral separately' or togetherof making said sale, 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 auditorsattorneys' fees, attorneys' fees 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 (including Lender's as defined in house counselthe Note), and all other expenses of sale incurred in and about rendering 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 assessmentsexcess, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such . Such sale or sales and said deed or deeds so made shall not release 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 other person obligated on part thereof by, from, through or under Grantor. In addition to the Obligations above remedies, it is agreed that upon the occurrence of an Event of Default, Beneficiary may, at its option, without demand or notice, request 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 the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this AgreementTrustee, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance shall be, and is hereby authorized and empowered to proceed with Section 12.1.1; foreclosure and convey 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 Town of Bedford, Virginia, a municipal corporation unmatured portion of the Commonwealth Indebtedness and it is agreed that such sale shall not in any manner affect the unmatured portion of Virginiathe 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 $10any unmatured portion of the Indebtedness or for any future breach of the covenants, conditions or stipulations set out herein.

Foreclosure. Lender Grantor hereby authorizes and empowers the Trustee, or his successor or substitute, and it shall be his special duty at the request of ▇▇▇▇▇▇ to take possession of and/or to sell the Property or any part thereof. Prior to any sale of the Property by Trustee, Trustee shall notify Grantor in accordance with all applicable laws. In the event of a postponement of any sale of the Property, which may be done in the sole discretion of Trustee, no new or additional notice need be given by Trustee to Grantor for the next scheduled sale of the Property. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Holder may request at such time and place, and after such previous public advertisement as Trustee shall deem advantageous and proper and at such times and containing such information as required by applicable laws and rules, without regard to any right of the Grantor or any other person to the marshalling of assets. Public advertisement prior to foreclosure sale of the time, place and terms of sale by publication once a week for two (2) weeks or once a day for three (3) days, which may be consecutive, in a newspaper published or having a general circulation in the city or county in which the Property to be sold, or any portion thereof is located shall be sufficient. Except as may be required by Section 58.1-3340 of the Virginia Code, no purchaser of the Property shall be required to see to the proper application of the purchase money. To the extent permitted by applicable law, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Indebtedness and the expense of executing this trust as provided herein, this County Deed of Trust and the lien hereof shall remain in full force and effect as to the unsold portion of the Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Holder shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Property. Trustee may, after any request or direction by ▇▇▇▇▇▇, sell not only the real property but also the Collateral and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Collateral. After each sale, Trustee shall make to the purchaser or purchasers at such sale good and sufficient conveyances, conveying the property so sold to the purchaser or purchasers in fee simple, subject to the Permitted Encumbrances (and to such leases and other matters, if any, as Trustee may elect upon request of Holder), 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 Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Holder may deem necessary until all of the Property has been duly sold and all Secured Indebtedness has been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Holder, such sale shall not exhaust the power of sale hereunder 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 cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds or other conveyances given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Obligations and other indebtedness and obligations secured herebySecured Indebtedness or as to the occurrence of any default, or otherwise. The Trustee may require the successful bidder at any sale as 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 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 ▇'s having declared all of Grantor but, in any event, shall said indebtedness to 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and or as to the extent that funds remaining in request to sell, or as to notice of time, place and terms of sale and the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause properties to be sold either or both the Property and the Collateralhaving been duly given, or parts thereof as to the refusal, failure or interests thereininability to act of Trustee or any substitute or successor trustee, subject or as to the appointment of any substitute or successor trustee, or as to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale act or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder thing having been duly done by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment such Trustee, substitute or successor, shall be taken as prima facie evidence of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase truth of the Property, as evidenced by issuance of a building permit facts so stated and substantial actual construction activity, recited. The Trustee or (ii) construction activity ceases on the Property for six (6) his successor or substitute may appoint or delegate any one or more consecutive months after having initially commencedpersons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the Grantor shall be in default posting of this Agreement, notices and the Lender conduct of sale, but in the name and on behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may direct complete the Trustee foreclose immediately; accelerate sale and the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation conveyance of the Commonwealth of Virginia, for $10property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale.

Foreclosure. Lender shall have Foreclose the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence lien 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 pursuant to the power of sale hereby granted or by judicial proceeding. It shall be lawful for, 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 Lenderduty of, Trustee is hereby authorized and empowered to expose at one sell all or more sales and sell any portion of the Property or any part thereof at public action, auction for cash after having first given such notice as to commencement of foreclosure proceedings and having obtained such findings and leave of court as may then be required by law and having given such notice and having advertised the time and place of such sale in such manner, at such time and place, upon such terms and conditionsmanner as may then be required by law, 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, any resale to convey the Property in fee simple title to and at the cost of the purchaser, who shall not be liable to see to the application of the purchase money. Lender Trustee shall have the right to bid designate the place of sale in compliance with applicable law and the sale shall be held at any sale thereunder through a credit bid against the Obligations and other indebtedness and obligations secured hereby, or otherwiseplace designated by the notice of sale. The Trustee may require the successful bidder at any sale to deposit immediately with Trustee cash or certified funds check or cashier’s check in an amount not up to exceed ten five percent (105%) of the bid before provided notice of such deposit requirement is published as required by law. The bid may be rejected if the deposit is not immediately made. Such deposit shall be refunded in case of a sale to another purchaser pursuant to an upset bid or if Trustee is receivedunable to convey the portion of the Property so sold to the bidder because the power of sale has been terminated in accordance with applicable law. If Collateral the purchaser fails to comply with its bid, the deposit may, at the option of Trustee, be retained and applied to the expenses of the sale and any resales and to any damages and expenses incurred by reason of such default (including the amount that such bid exceeds the final sales price), or may be deposited with the Clerk of Superior Court. In all other cases, the deposit shall be applied to the purchase price. Pursuant to Section 25-9-604 of the North Carolina General Statutes (or any amendment thereto), Trustee is expressly authorized and empowered to expose to sale and sell, together with the real estate, any portion of the Property which constitutes Personalty. If Personalty is sold hereunder, it need not be at the place of sale. The published notice Trustee, having retained a commercially reasonable sum (but in no event more than five percent (5%)) from the gross proceeds of public salesuch sale (“Commission”) as compensation for the Trustee’s services and having retained also all advertising and other expenses incurred by Trustee, howeverincluding a reasonable attorneys’ fee for legal services actually performed by an attorney employed by Trustee, shall state apply the time and place where residue first to the Collateral payment of any taxes or assessments which may be inspected prior a lien against the Property, unless Trustee advertised and sold the same subject to such taxes or assessments; and apply the remainder to the sums secured by this Deed of Trust with the balance to the account of Borrower or other party entitled thereto, as their interests may appear. Lender shall have the absolute right to determine the order in which the property will be sold and the order in which the indebtedness secured hereby will be satisfied from any proceeds of sale. In the event a proceeding to exercise the power of sale contained herein case foreclosure is begun commenced, but not completed, Grantor Borrower shall pay to Trustee all expenses incurred by Trustee and a partial commission computed as followsin accordance with the following schedule: one and twenty-five hundreds percent (1.251%) of the secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance principal balance of the Note if foreclosure is terminated before Trustee issues a notice of sale in accordance with Section 55-59.1 of hearing on the Code of Virginia and right to foreclose; two and fifty hundreds percent (2.502%) of the secured debt existing principal balance of the Note if foreclosure is terminated after issuance of said notice; three percent (including expenses 3%) if foreclosure is terminated after such hearing; and partial the full commission provided herein) after the issuance of such notice and prior to initial sale. Such expenses At such sale Lender may bid for and partial commission acquire any part of the Property and in lieu of paying cash therefor may be paid take settlement of the purchase price by ▇▇▇▇▇▇ on behalf of Grantor but, in any event, shall be a credit upon the sums due and payable under and secured by this Deed of Trust. The foregoing Trust the net sales price which shall in no way be construed to limit the powers proceeds of sale or restrict after deducting therefrom 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 expenses referred to above. If there be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRSTherein conveyed, 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 Borrower or any irregularity person in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs as tenant or otherwise, shall become a tenant at will of the purchaser at such sale and expenses may be removed by writ of obtaining possession. (c) In ejectment, summary ejectment, writ of possession or other lawful statutory or common law remedy. If at the time of sale Trustee deems it best for any foreclosure sale reason to postpone or salescontinue the same from time to time, Trustee may do so, and no failure or failures of Lender or Trustee to exercise the Lender rights hereinabove granted, nor any acts or omission, nor any lapse of time shall be construed to be a waiver of any right hereunder, if the rights shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which once accrued. The power of sale above granted may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide exercised at different times as to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase different portions of the Property, as evidenced . Any recital of fact by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be Trustee in its deed relative to default of this AgreementBorrower or to notice, advertisement and the Lender may direct the Trustee foreclose immediately; accelerate the Note sale in accordance with Section 12.1.1; and convey the Property to the Town law shall be received as prima facie evidence of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10such fact.

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 a default, Trustee is authorized and empowered and it shall be Trustee’s special duty at the request of Default under Section 12.1 or any other event defined in this Administrative Agent to sell the Deed of Trust Mortgaged Properties, or any part thereof, 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 entirety or, to the extent allowed not prohibited by Virginia lawany applicable Requirement of Law, in parcels as Administrative Agent may elect, at such place or places and otherwise in the manner and upon such notice as may be required by any Requirement of Law or, in the absence of any such requirement, as Trustee may deem appropriate. On If Trustee shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the application sale and the conveyance of Lenderthe property pursuant thereto as if such notice had been given by the successor or substitute Trustee conducting the sale. Any sale of the Collateral conducted under this Article IV may be postponed from time to time as provided by any applicable Requirement of Law; or, Trustee is hereby authorized and empowered to expose at one or more sales and sell in the Property absence of any such provisions, Administrative Agent may postpone the sale of the Collateral or any part thereof by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a part of the Collateral will not exhaust the power of sale, and sales may be made from time to time until all Collateral is sold or the Obligations are paid in full. Cumulative of the foregoing and the other provisions of this Section 4.3: (i) As to the Deed of Trust Mortgaged Properties situated in the State of Texas, such sales of all or any part of such Deed of Trust Mortgaged Properties shall be conducted at the courthouse of any county (whether or not the counties in which such Deed of Trust Mortgaged Properties are located are contiguous) in the State of Texas in which any part of such Deed of Trust Mortgaged Properties is situated, at public actionvendue 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. (ii) As to the other Deed of Trust Mortgaged Properties, Trustee may proceed, by power of sale, to sell the Deed of Trust Mortgaged Properties and any and every part thereof, at public venue, to the highest bidder, at the customary place in the county (or the City of St. Louis Missouri as to the Deed of Trust Mortgaged Properties located in theCity of St. Louis, Missouri, and the City of Newport News, Virginia, as to the Deed of Trust Mortgaged Properties located in the City of Newport News, Virginia) in which the Deed of Trust Mortgaged Properties are located, for cash, first giving the public notice required by Law of the time, terms and place of sale, and of the property to be sold; and upon such sale shall execute and deliver a deed of conveyance of the property sold to the purchaser or purchasers thereof, and any statement or recital of fact in such deed in relation to the nonpayment of money hereby secured to be paid, existence of the secured indebtedness, notice of advertisement, sale, receipt of money, and the happening of any of the events whereby any successor trustee became successor as herein provided, shall be prima facie evidence of the truth of such statement or recital; and Trustee shall receive the proceeds of such sale, out of which Trustee shall pay: first, the cost and expenses of executing this trust, including attorneys’ fees and compensation to Trustee for his services; and next to Administrative Agent or its endorsees or assignees, upon the usual vouchers therefor, all monies paid pursuant to or under any provisions set forth herein, in the Credit Agreement, in any of the other Loan Documents or any Specified Swap Agreement or any Specified Cash Management Agreement; and next to the payment of the secured indebtedness, in such mannerorder as Administrative Agent may elect; and the balance of such proceeds, at such time if any, shall be paid to the person or persons legally entitled thereto; and placeTrustee covenants faithfully to perform the trust herein created. Until a sale shall be held hereunder, Trustee hereby lets the Deed of Trust Mortgaged Properties to Mortgagor, upon such the following terms and conditions, to-wit: Mortgagor, and upon such public notice as every and all persons claiming or possessing the Trustee may deem best for the interest Deed of all concerned consisting of advertisement in a newspaper of general circulation in the county or city in which the Property Trust Mortgaged Properties, or any part thereof is thereof, by, through, or under Mortgagor shall or will pay rent therefor during said term at the rate of one cent per month, payable monthly upon demand and shall and will surrender peaceable possession of the Deed of Trust Mortgaged Properties, and any and every part thereof, to Trustee, its successors, assignees, or purchasers thereof, without notice or demand therefor, upon the occurrence of any Default. (iii) As to the Mortgaged Properties located in the State of Montana, this Mortgage may be foreclosed by advertisement or sale in the manner provided in the small Tract Financing Act of Montana or by judicial procedure as provided by Montana law for at least the foreclosure of mortgages on real property. (iv) As to the Deed of Trust Mortgaged Properties situated in the Commonwealth of Virginia , any sale of the Mortgaged Property shall also be made in accordance with the provisions of Sections 55-59.1, 55-59.2, 55-59.3, 55-59.4 and 55-63 of the Code of Virginia (1950), as amended, or other applicable general local laws of the Commonwealth of Virginia or judicial rules or procedures relating to the foreclosure of deeds of trust. Advertisement Required: 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 moneyconsecutive weeks. 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 otherwiseA POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. 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 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 lawA POWER OF SALE MAY ALLOW ADMINISTRATIVE AGENT OR TRUSTEE TO TAKE THE DEED OF TRUST MORTGAGED PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS MORTGAGE. (b) Each legalUpon the occurrence of a default, equitable this Mortgage may be foreclosed as to the Other Mortgaged Properties, or contractual any part thereof, by power of sale (if permitted under any applicable Requirement of Law), by judicial action, or in any other manner permitted by any applicable Requirement of Law. Cumulative of the foregoing and the other provisions of this Section 4.3: (i) As to the Other Mortgaged Properties located in the State of Oklahoma, Mortgagor hereby confers on Administrative Agent the power to sell the Mortgaged Properties in accordance with the Oklahoma Power of Sale Mortgage Foreclosure Act (OKLA. STAT. tit. 46, §§ 41-49), as the same may be amended from time to time. Mortgagor hereby represents and warrants that this Mortgage transaction does not involve a consumer loan as said term is defined in Section 3-104 of Title 14A of the Oklahoma Statutes, that this Mortgage does not secure an extension of credit made primarily for agricultural purposes as defined in paragraph 4 of Section 1-301 of Title 14A of the Oklahoma Statutes, and that this Mortgage is not a mortgage on the Mortgagor’s homestead. (ii) As to Other Mortgaged Properties located in the State of Arkansas, Administrative Agent shall have the power to sell such Other Mortgaged Properties for cash at public sale to the highest bidder 60 days following the recording in the Arkansas counties reflected in Exhibit “A” hereto of a notice of default and intention to sell and publication of notice in a newspaper in general circulation in said counties for 30 days, once a week for four (4) consecutive weeks prior to the date of sale, with the final publication no more than ten (10) days prior to the sale. (iii) As to the Other Mortgaged Properties located in the State of Wisconsin, Administrative Agent may, at its option, proceed by suit or suits in equity or at Law to foreclose this Mortgage and Mortgagor agrees to the provisions of § 846.103 Wis. Stats., and as the same may be amended or renumbered from time to time, permitting the Administrative Agent, at the Administrative Agent’s option and upon waiving the right to judgment for deficiency, to hold the foreclosure sale of such Other Mortgaged Properties three (3) months after a foreclosure judgment is entered. (iv) As to the Other Mortgaged Properties located in the State of Illinois: If any provision of this Mortgage is inconsistent with any applicable provision of the Illinois Mortgage Foreclosure Law, 735 ILCS 5/15‑1101 et. seq., as it may from time to time be amended (herein the “Illinois Act”), the provisions of the Illinois Act shall take precedence over the provisions of this Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage that can fairly be construed in a manner consistent with the Illinois Act. Without in any way limiting or restricting any of Administrative Agent’s rights, remedies, powers and authorities under this Mortgage, and in addition to all of such rights, remedies, powers, and authorities, Administrative Agent shall also have and may exercise any and all rights, remedies, powers and authorities which the holder of a mortgage is permitted to have or exercise under the provisions of the Illinois Act. If any provision of this Mortgage grants to Administrative Agent any rights, remedies, powers or authorities upon default of Mortgagor which are more limited than the rights that would otherwise be vested in Administrative Agent under the Illinois Act in the absence of said provision, Administrative Agent shall be vested with all of the rights, remedies, powers and authorities granted in the Illinois Act to the fullest extent permitted by law. Without limiting the generality of the foregoing, (i) in addition to any other provision of this Mortgage authorizing the Administrative Agent to take or be placed in possession of the mortgaged property, or for the appointment of a receiver, Administrative Agent shall have the right, power in accordance with 735 ILCS 5/15‑1701 and remedy 1702, to be placed in possession of Lender the mortgaged property or Trustee now at its request to have a receiver appointed, and such receiver, or hereafter Administrative Agent, if and when placed in possession, shall have, in addition to any other powers provided herein in this Mortgage, all rights, powers, immunities, and duties as provided for in ILCS 5/15‑1701 and 1703, and (ii) all expenses incurred by Administrative Agent, to the extent reimbursable under 735 ILCS 5/15‑1510, 735 ILCS 5/15‑1512, or by law any other provisions of the Illinois Act, whether incurred before or otherwise after any decree or judgment of foreclosure, and whether or not enumerated in any other provision of this Mortgage, shall be cumulative added to the indebtedness secured by this Mortgage and concurrent by the judgment of foreclosure. (v) As to the Other Mortgaged Properties located in the State of Colorado, Administrative Agent may proceed by suit or suits in equity or at law to foreclose this Mortgage by judicial action or in any manner then permitted by any applicable Requirement of Law. Administrative Agent shall be entitled to all of the rights, remedies and benefits of a secured party, a mortgagee and a beneficiary granted under any applicable Requirement of Law; and shall be in addition entitled to every other rightenforce all such rights, power remedies and remedybenefits. The exercise or beginning of the exercise of any one or more of Mortgagor intends and hereby grants to Administrative Agent all such rights, powers and remedies shall whether or 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' are expressly granted or together, as a whole or in parts or parcels, at one or more sales conducted at different times and placesreserved herein. Unless a different order of application is mandated under applicable law, proceeds derived from any Any sale of the Property Other Mortgaged Properties under this Article IV shall take place at such place or places and otherwise in such manner and upon such notice as provided above shall may be applied: FIRSTrequired by law; or, in the absence of any such requirement, as Administrative Agent may deem appropriate. (vi) As to pay all proper costs and charges, including but not limited to recording fees Other Mortgaged Properties located in the State of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowanceIdaho, the expenses, if any, required Administrative Agent may foreclose this Mortgage by judicial action pursuant to correct I.C. 6‑101 et seq. or in any irregularity manner permitted by any applicable Requirement of Law. (vii) As to the Other Mortgaged Properties located in the titleState of Michigan, premium for Trustees' bondAdministrative Agent may immediately (1) commence foreclosure proceedings against the Properties through judicial proceedings or (2) commence foreclosure by advertisement proceedings against the real estate collateral pursuant to the Foreclosure by Advertisement Statute MCLA 600.3201 et seq., Commissioner in such case made and provided and to sell the Properties or to cause the same to be sold at public sale in accordance with said Statute, in either proceeding as a single parcel or in several parcels at the option of Account's and/or other auditors' feesAdministrative Agent. Mortgagor hereby acknowledges that this Mortgage contains a POWER OF SALE and that in the event Administrative Agent elects to foreclose by advertisement pursuant to the POWER OF SALE, attorneys' fees in accordance with MCLA 600.3201 et seq., MORTGAGOR EXPRESSLY WAIVES NOTICE THEREOF (including Lender's in house counselEXCEPT ANY NOTICE REQUIRED UNDER THE AFORESAID STATUTE), A HEARING PRIOR TO SALE AND ANY RIGHT, CONSTITUTIONAL OR OTHERWISE, THAT MORTGAGOR MIGHT OTHERWISE HAVE TO REQUIRE A JUDICIAL FORECLOSURE. (viii) As to the Other Mortgaged Properties located in Montana, this Mortgage may be foreclosed by advertisement 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 manner provided in the Obligations, and to retain as reasonable compensation a Trustee commission Small Tract Finance Act of five percent (5%) on the amount of the sale Montana or sales; SECOND, to the discharge of all Taxes and assessments, if any, by judicial proceeding as provided by Virginia law; THIRDMontana Law for the foreclosure of mortgages on real property. (ix) As to Other Mortgaged Properties located in the State of Ohio, this Mortgage may be foreclosed as to pay the Mortgaged Properties or any part thereof in any manner permitted by any applicable Requirement of Law. (x) As to the Other Mortgaged Properties located in the Commonwealth of Pennsylvania, Administrative Agent may institute an action of mortgage foreclosure, or take such other action as the Law may allow, at law or in equity, for the enforcement thereof and realization on the mortgage security or any other security which is herein or elsewhere provided for, and proceed thereon to final judgment and execution thereon for the entire unpaid balance of the indebtedness secured hereby, with interest, principal, costs or late charges included at the rates and pursuant to the methods of calculation specified in the ObligationsLoan Documents and this Mortgage to the date of default and thereafter at the rates provided in the Loan Documents together with all other sums secured by this Mortgage, as all costs of suit, interest at the Lenderrates specified in the Loan Documents on any judgment obtained by Administrative Agent from and after the date of any Sheriffs Sale of the Mortgaged Properties (which may be sold, subject to all any applicable Requirement of Law, in its sole discretionone parcel or in such parcels, may determine hereunder, it being understood and agreed that, upon such sale before maturity manner or order as Administrative Agent shall elect) until actual payment is made by the Sheriff of the Obligationsfull amount due Administrative Agent and the Secured Parties and/or their Affiliates, the balance thereof shall be immediately due and payable; FOURTHa reasonable attorneys’ commission for collection, to pay liens without further stay, any Requirement of record against the Property according to their priority of lien and Law, usage or custom to the extent that funds remaining contrary notwithstanding. (xi) As to the Other Mortgaged Properties located in the hands State of the Trustees are available; and LASTUtah, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender this Mortgagee may be foreclosed as to the purchaser of possession of Mortgaged Properties in any manner permitted by applicable law. (xii) As to the Property, less costs and expenses of obtaining possession.Other Mortgaged Properties located in any state the following shall apply: (c) In Upon the occurrence of a default, this Mortgage may be foreclosed as to the Georgia Secured Property, or any foreclosure part thereof, by power of sale (if permitted under any applicable Requirement of Law), by judicial action, or sales, in any other manner permitted by any applicable Requirement of Law. Cumulative of the Lender shall have the right to sell or cause to be sold either or both the Property foregoing and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment provisions of the indebtedness and other obligations secured hereby.this Section 4.3 (d) If the Grantor: (i) fails Administrative Agent may sell or offer for sale the Georgia Secured Property in such portions, order and parcels as Administrative Agent may determine, with or without having first taken possession of same, to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property highest bidder for six (6) or more consecutive months after having initially commenced, the Grantor cash at public auction. Such sale shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note made in accordance with the provisions of Section 12.1.1; and convey the Property 4.3(c)(ii) below relating to the Town sale of Bedford, Virginia, a municipal corporation real estate or by Chapter 9 of the Commonwealth UCC relating to the sale of Virginiacollateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), for $or by any other present or subsequent articles or enactments relating to same. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10.) days’ pri

Foreclosure. Lender If any Event of Default shall occur and be continuing, the 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 foregoing, to the extent permitted by law, the Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private 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 rightright upon any such public sale or sales and, 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 permitted by Virginia law. On , upon any such private sale or sales, to purchase the application of Lender, Trustee is hereby authorized and empowered to expose at one or more sales and sell the Property whole or any part thereof at public action, in such manner, at such time and place, upon such terms and conditionsof said Collateral so sold on behalf of the Lenders, and upon such public notice as to offset the Trustee may deem best for purchase price thereof against the interest Series B Notes or any portion thereof, and thereafter to hold the same, absolutely free and clear of all concerned consisting any claim or right of advertisement in a newspaper whatsoever kind, including any right or equity of general circulation redemption in the county Grantor, which right or city in which equity is, to 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 extent permitted by the purchaser with the terms of sale and applicable law, convey hereby waived and released. Upon any such sale, 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 Collateral Trustee shall have the right to bid deliver, assign and transfer to the purchaser thereof the Collateral sold. Each purchaser at any such sale thereunder through a credit bid against shall hold the Obligations property sold absolutely free from any claim or right of whatsoever kind, including any right or equity of redemption in the Grantor, which right or equity is, to the extent permitted by law, hereby waived and other indebtedness released, and obligations secured herebyany rights of stay or appraisal which the Grantor has or may have under any rule of law or statute now existing or hereafter adopted. Any such public or private sale shall be held at such time or times within ordinary business hours and at such place or places as may be required by law, as the Collateral Trustee may fix in the notice of such sale. At any such private or otherwisepublic sale the Collateral may be sold as an entirety or in separate parcels, as the Collateral Trustee may determine. The Collateral Trustee may require the successful bidder at shall not be obligated to make any sale pursuant 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 saleany such notice. The published Collateral Trustee may, without notice of or publication, adjourn any public sale, however, shall state or private sale or cause the same to be adjourned from time to time by announcement at the time and place where fixed for such sale, and such sale may without further notice be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be inspected prior 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 saletake up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. In the event a proceeding to exercise The Collateral Trustee, however, instead of exercising the power of sale contained herein is begun but not completedconferred 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 the Collateral Trustee shall pay reasonably select, whether at the Grantor’s premises or elsewhere. The proceeds of any such collection, sale, enforcement or other realization of all expenses incurred by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) or any part of the secured debt existing (including expenses Collateral, and partial commission provided herein) prior any other cash at the time held by the Collateral Trustee pursuant to Trustee's issuance the terms of a notice of sale in accordance with Section 55-59.1 of the Code of Virginia this Collateral Trust 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 eventSecurity Agreement, shall be secured applied 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.Collateral Trustee: (bi) Each legalFirst, equitable to the payment of all costs and expenses of every kind paid or contractual right, power incurred by the Collateral Trustee in connection with this Collateral Trust and remedy of Lender Security Agreement or Trustee now or hereafter provided herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one right or more remedy hereunder, including the costs and expenses of such rightsany collection, powers sale, enforcement or other realization, and remedies shall not preclude the simultaneous costs and expenses incidental to the care or later exercise safe-keeping 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 Collateral until such costs and expenses shall be applied: FIRSTpaid in full; (ii) Second, application to pay payment of the Series B Notes (including any principal, interest, fees or expenses due under the terms of the Series B Notes) until all proper costs such Series B Notes shall be paid in full; and (iii) Third, after the irrevocable payment in full of the amount referred to in paragraphs (i) 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(ii), the expensesbalance, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, paid over to pay liens of record against the Property according to their priority of lien and to such other Person or Persons as may be required by law. To the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder permitted by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commencedlaw, the Grantor waives all claims, damages and demands against the Collateral Trustee arising out of the repossession, retention or sale of the Collateral. The Grantor agrees that the Collateral Trustee need not give more than ten business days’ prior notice (which notification shall be deemed given when mailed, postage prepaid, addressed to it at its address set forth in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation 11 hereof) of the Commonwealth time and place of Virginiaany 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 pay all amounts to which the Lenders are entitled, the Grantor also being liable for $10the fees of counsel employed by the Collateral Trustee to collect such deficiency.

Foreclosure. Lender Subject to Article 38 hereof, if any Event of Default shall have occurred and the rightMortgage Notes shall have been declared due and payable, the Mortgagee, for the benefit of the Holders (as defined in the Indenture), may at any time proceed, at its optionlaw or in equity or otherwise, to exercise enforce the rights and remedies set forth belowpayment of the Mortgage Notes in accordance with the terms thereof and: (a) Upon to institute an action to foreclose its interest under and the occurrence lien of an Event this Mortgage against any of Default under Section 12.1 the Properties by judicial foreclosure sale or any other event defined strict foreclosure in this Deed one proceeding or against portions of Trust as an “Event the Properties in a series 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 conditionsseparate proceedings, 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 same sold under the Obligations and other indebtedness and obligations secured hereby, judgment 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 secured debt existing (including expenses and partial commission provided herein) prior to Trustee's issuance decree of a notice court 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 competent jurisdiction or proceed to take any 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.actions; and (b) Each legal, equitable to take such other action at law or contractual right, power in equity or otherwise for the enforcement of this Mortgage and remedy of Lender the realization on the security or Trustee now or hereafter provided any other security herein or by law or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise of any one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lenderelsewhere provided for, as appropriate, the law 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 allow (including Lender's in house counselby 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 expenses sums payable by Mortgagor in accordance with the provisions of sale incurred in the Mortgage Notes and about the protection and execution of this Deed of TrustMortgage, and all moneys sums which may have been advanced by the Mortgagee for taxes, assessmentswater or sewer rents, insurancecharges or claims, and payment on prior liens, insurance or repairs to the Properties, all costs of suit, together with interest thereon at such interest rate as may be awarded in any judgment obtained by the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the ObligationsMortgagee, as the Lendercase may be, in its sole discretion, may determine hereunder, it being understood from and agreed that, upon such after the date of any foreclosure sale before maturity until actual payment is made to the Mortgagee of the Obligationsfull amount due the Mortgagee, the balance thereof shall be immediately due and payableattorneys' fees through and including all appellate levels; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession.and (c) In to sell, assign, transfer and deliver the whole or, from time to time, any foreclosure part of any Property, or any interest in any part thereof, at any private sale or salesat 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 Lender shall have Mortgagee, at the right to sell or cause to be sold either or both expense of the Mortgagor, may determine whether any environmental hazards exist at the Property and in respect of which the CollateralMortgagee may become liable by taking title, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to determination may include the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment performance of an environmental audit of the indebtedness and other obligations secured herebyProperty by a qualified professional if the Mortgagee determines that reasonable prudence warrants the performance of such an audit. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Trustee is authorized and empowered and it shall be his special duty at the request of Beneficiary to sell the Property or any part thereof situated in the State, at the courthouse of any county (whether or not the counties in which the Property is located are contiguous, if the Property is located in more than one county) in the State in which any part of the Property 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 then in force governing sales of real estate under powers of sale conferred by deed of trust, after having given notice of such sale in accordance with such statutes. Any sale made by Trustee hereunder may be as an entirety or in such parcels as Beneficiary may request. To the extent permitted by Legal Requirements, any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by Legal Requirement. The sale by Trustee of less than the whole of the Property shall not exhaust the power of sale herein granted, and Trustee is specifically empowered to make successive sale or sales under such power until the whole of the Property shall be sold; and, if the proceeds of such sale of less than the whole of the Property shall be less than the aggregate of the Secured Obligations 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 Property just as though no sale had been made; provided, however, that Grantor shall never have any right to require the sale of less than the whole of the Property but Beneficiary shall have the right, at its optionsole election, to exercise request Trustee to sell less than the rights whole of the Property. Trustee may, after any request or direction by Beneficiary, sell not only the real property but also the Personalty and remedies set forth below: (a) Upon other interests which are a part of the occurrence of an Event of Default under Section 12.1 Property, or any part thereof, as a unit and as a part of a single sale, or may sell any part of the Property separately from the remainder of the Property. It shall not be necessary for Trustee to have taken possession of any part of the Property or to have present or to exhibit at any sale any of the Personalty. After each sale, 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 with special warranty of title of Grantor, subject to the Permitted Encumbrances (and to such leases and other matters, if any, as Trustee may elect upon request of Beneficiary), 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 Trustee or his substitute or successor, and such power of sale may be exercised from time to time and as many times as Beneficiary may deem necessary until all of the Property has been duly sold and all Secured Obligations have been fully paid. In the event defined any sale hereunder is not completed or is defective in this Deed the opinion of Trust as an “Event of Default,” Lender may invoke Beneficiary, such sale shall not exhaust the power of sale hereunder 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 Beneficiary shall have the right to bid at cause a subsequent sale or sales to be made hereunder. Any and all statements of fact or other recitals made in any sale thereunder through a credit bid against deed or deeds or other conveyances given by Trustee or any successor or substitute appointed hereunder as to nonpayment of the Secured Obligations and other indebtedness and obligations secured herebyor as to the occurrence of any default, or otherwiseas to Beneficiary’s having declared all of said indebtedness to be due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to the refusal, failure or inability to act of Trustee or any substitute or successor trustee, or as to the appointment of any substitute or successor trustee, or as to any other act or thing having been duly done by Beneficiary or by such Trustee, substitute or successor, shall be taken as prima facie evidence of the truth of the facts so stated and recited. The Trustee or his successor or substitute may require the successful bidder at any sale to deposit immediately with Trustee cash appoint 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 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 delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Trustee, including the posting of notices and the conduct of sale, but in the name and on behalf of Trustee, his successor or substitute. If Trustee or his successor or substitute shall have given notice of sale hereunder, any successor or substitute Trustee thereafter appointed may complete the sale and the conveyance of the property pursuant thereto as if such rightsnotice had been given by the successor or substitute Trustee conducting the sale. Notwithstanding the above, 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 foregoingGrantor, Trustee and Lender, as appropriate, may sell Beneficiary agree that this Section does not apply with respect to the Property Personalty and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times that Section 8.7 shall govern and places. Unless a different order of application is mandated under applicable law, proceeds derived from any control the sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionPersonalty. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender (a) Subject to the Intercreditor Agreement, the Secured Party may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located. If the Secured Party should institute a suit for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Secured Party may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement. (b) To the extent permitted by law and subject to the Intercreditor Agreement, the Secured Party may exercise all the foreclosure rights and remedies of a secured party under the UCC. In connection therewith, the Secured Party may sell any Collateral at public or private sale, at the office of the Secured Party or elsewhere, for cash or credit and upon such other terms as the Secured Party deems commercially reasonable. The Secured Party may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral. Each Debtor agrees that to the extent permitted by Law such sales may be made without notice. If notice is required by Law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned. In the event that any sale hereunder is not completed or is defective in the opinion of the Secured Party, the Secured Party shall have the rightright to cause subsequent sales to be made hereunder. Any statements of fact or other recitals made in any ▇▇▇▇ of sale, at its optionassignment, or other document representing any sale hereunder, including statements relating to exercise the rights and remedies set forth below: (a) Upon the occurrence of an Event of Default under Section 12.1 or any Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other event defined actions taken by the Secured Party 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 relation 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, sale may be conclusively relied 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 otherwisehereunder. The Trustee Secured Party may require delegate to any agent the successful bidder at performance of any acts in connection with any sale to deposit immediately with Trustee cash or certified funds in an amount not to exceed ten percent (10%) hereunder, including the sending of notices and the conduct 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 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of any or all such other rights, powers and remedies and without limiting the foregoing, Trustee and Lender, as appropriate, may sell the Property and Collateral separately' or together, as a whole or in parts or parcels, at one or more sales conducted at different times and places. Unless a different order of application is mandated under applicable law, proceeds derived from any sale of the Property as provided above shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expenses, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon During the occurrence continuance of an Event of Default under Section 12.1 or any other event defined in a default, this Deed of Trust Mortgage may be foreclosed 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 LenderMortgaged Properties, 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 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 butthereof, in any event, shall be secured manner permitted 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 legalMortgagor 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, equitable 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 contractual rightunder 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, power Agent may enter upon the Mortgaged Properties or otherwise upon Mortgagor’s premises to take possession of, assemble and remedy 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 Lender or Trustee now or hereafter the Collateral; and (iii) written notice mailed to Mortgagor as provided herein or by law or otherwise shall be cumulative at least ten (10) Business Days (as such term is defined in the Credit Agreement, and concurrent and shall be as so defined, it is used in addition this Mortgage) prior to every other right, power and remedy. The exercise or beginning the date of public sale of the exercise Collateral or prior to the date after which private sale of the Collateral will be made shall constitute reasonable notice; and (iv) in the event of a foreclosure of the liens and/or security interests evidenced hereby, the Collateral, or any one part thereof, and the Mortgaged Properties, or more any part thereof, may, at the option of such rightsAgent, 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 togetherbe sold, as a whole or in parts parts, together or parcelsseparately (including, at one without limitation, where a portion of the Mortgaged Properties is sold, the Collateral related thereto may be sold in connection therewith); and (v) the expenses of sale provided for in clause FIRST of Section 4.6 shall include the reasonable expenses of retaking the Collateral, or more 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 conducted at different times and places. Unless a different order of application is mandated under proceeds. (d) To the extent permitted by applicable law, proceeds derived from any the sale hereunder of less than the whole of the Property as provided above shall not exhaust the powers of sale herein granted with respect to personal property or the right to judicial foreclosure, and successive sale or sales may be made until the whole of the Property shall be applied: FIRSTsold, 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 expensesand, if any, required to correct any irregularity in the title, premium for Trustees' bond, Commissioner proceeds of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses such sale of sale incurred in and about less than 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 whole of the sale or sales; SECONDProperty shall be less than the aggregate of the indebtedness secured hereby and the expense of conducting such sale, this Mortgage and the liens and security interests hereof shall remain in full force and effect as to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity unsold portion of the ObligationsProperty just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the balance thereof shall be immediately due and payable; FOURTH, to pay liens sale of record against less than the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Agent, less costs such sale shall not exhaust the powers of sale hereunder with respect to personal property or the right to judicial foreclosure, and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender Agent shall have the right to sell cause a subsequent sale or cause sales to be made. Any sale may be adjourned by announcement at the time and place appointed for such sale without further notice except as may be required by law. The Agent acting under power of sale with respect to personal property may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by it (including, without limitation, the posting of notices and the conduct of sale), and such appointment need not be in writing or recorded. Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the secured indebtedness or as to the occurrence of any default, or as to all of the secured indebtedness having been declared to be due and 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 either or both the Property and the Collateralhaving been duly given, or parts thereof or interests therein, subject as to any liensother act or thing having been duly done, security interests shall be taken as prima facie evidence of the truth of the facts so stated and other encumbrances and rights which are subordinate recited. Notwithstanding any reference herein to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor Credit Agreement or any other person obligated Loan Document, all persons dealing with the Mortgaged Properties shall be entitled to rely on any document, or certificate, of the Obligations or Agent as to the other indebtedness and obligations secured herebyoccurrence of an event, such as a default, and shall not provide be charged with or forced to them review any claim or defense provision of any other document to determine the accuracy thereof. With respect to any sale held in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment foreclosure of the indebtedness and other obligations secured liens and/or security interests covered hereby. (d) If , it shall not be necessary for 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 Agent, any public officer acting under execution or order of the Propertycourt or any other party to have physically present or constructively in his/her or its possession, as evidenced by issuance either at the time of a building permit and substantial actual construction activityor prior to such sale, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10any part thereof.

Foreclosure. Lender shall have the right, at its option, to exercise the rights and remedies set forth below: (a) Upon the occurrence of If an Event of Default shall have occurred and be continuing, Collateral Agent may institute proceedings for the complete foreclosure of this Mortgage, in which case the Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under Section 12.1 the UCC, Mortgagor agrees that five (5) days' prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings or any other event defined in this Deed legal right, remedy or recourse, the title to and right of Trust as an “Event possession of Default,” Lender may invoke any such property shall pass to the power of sale purchaser thereof, and any other remedies to the fullest extent permitted by Virginia law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or provided in this Instrument or equity, in any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇ may exercise the power of sale granted by this Instrument without prior judicial hearing and to the extent allowed by Virginia law. On property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the application of Lender, Trustee is hereby authorized and empowered to expose at one or more sales and sell the Property property sold or any part thereof at public actionthereof, in such mannerby, through or under Mortgagor. Mortgagee may be a purchaser 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 lawif Mortgagee is the highest bidder, convey may credit the Property in fee simple to and at the cost of the purchaser, who shall not be liable to see to the application portion of the purchase money. Lender shall have the right price that would be distributed to bid at any sale thereunder through a credit bid Mortgagee against the Obligations and other indebtedness and obligations secured hereby, or otherwisehereby in lieu of paying cash. 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%) Out of the bid before the bid is received. If Collateral is sold hereunder, it need not be at the place proceeds of sale. The published notice of public said sale, howeverCollateral Agent shall pay: all costs, shall state the time charges, expenses, commissions, unpaid taxes, and place where the Collateral may be inspected prior to sale. In the event a proceeding to exercise the power fees of sale contained herein is begun but not completedadvertising, Grantor shall pay all expenses incurred by Trustee selling and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the 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 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 conveying 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 such 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 insurance or other fees or costs as reasonable compensation may have been incurred; a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, sum sufficient to pay the remainder of entire balance owing on the proceedsObligations secured hereby; and the surplus, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possession. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations Mortgagor 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 the indebtedness and other obligations secured herebyperson entitled thereto. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.

Foreclosure. Lender Prior to taking title to any Property (whether by ----------- foreclosure, deed in lieu or otherwise), Beneficiary shall have the rightobtain, in each instance, at Grantor's reasonable expense a new phase I environmental report with respect to each Property, and such additional environmental studies as may be recommended in such phase I reports. (i) Beneficiary, with or without entry, personally or by its optionagents or attorneys, insofar as applicable, and in addition to any and every other remedy, may (i) sell or instruct the Jurisdictional Trustee, if applicable, to exercise sell, to 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 extent permitted by Virginia law or provided in this Instrument or in any other Loan Document. Grantor acknowledges that ▇▇▇▇▇▇ may exercise and pursuant to the power of sale granted by this Instrument without prior judicial hearing to herein, all and singular the extent allowed by Virginia law. On the application Trust Estate, and all estate, right, title and interest, claim and demand therein, and right of Lenderredemption thereof, Trustee is hereby authorized and empowered to expose at one or more sales sales, as an entirety or in parcels, and sell the Property or any part thereof at public action, in such manner, at such time times and place, 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 conditionsspecify in the notice of sale to be given to Grantor (and on such other notice published or otherwise given as provided by law), and upon such public notice or as may be required by law; (ii) institute (or instruct the Jurisdictional Trustee may deem best to institute) proceedings for the interest complete or partial foreclosure of all concerned consisting this Mortgage under the provisions of advertisement in a newspaper the laws of general circulation in the county jurisdiction or city jurisdictions in which the Property Trust Estate or any part thereof is located located, or under any other applicable provision of law; or (iii) take all steps to protect and enforce the rights of Beneficiary, whether by action, suit or proceeding in equity or at law (for at least once a week for two successive weeks the specific performance of any covenant, condition or agreement contained in this Mortgage, or in aid of the execution of any power herein granted, or for such any foreclosure hereunder, or for the enforcement of any other period appropriate legal or equitable remedy), or otherwise, as applicable law Beneficiary, being advised by counsel and its financial advisor, shall deem most advisable to protect and enforce any of their rights or duties hereunder. (ii) Beneficiary (or the Jurisdictional Trustee, as applicable), may require, and, upon compliance by the purchaser with the terms conduct any number of sales from time to time. The power 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 exhausted by Trustee and a partial commission computed as follows: one and twenty-five hundreds percent (1.25%) of the 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 one or more of such rights, powers and remedies shall not preclude the simultaneous or later exercise of sales as to 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 part of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold. (iii) With respect to any Property, this Mortgage is made upon any statutory conditions of the State in which such Property as provided above is located, and, for any breach thereof or any breach of the terms of this Mortgage, Beneficiary shall be applied: FIRST, to pay all proper costs and charges, including but not limited to recording fees have the statutory power of whatever kind and/or court costs, abstracts and title reports, advertising expenses, auctioneer's allowance, the expensessale, if any, required to correct any irregularity in provided for by the title, premium for Trustees' bond, Commissioner laws of Account's and/or other auditors' fees, attorneys' fees (including Lender's in house counsel), and all other expenses of sale incurred in and about the protection and execution of this Deed of Trust, and all moneys advanced for taxes, assessments, insurance, and with interest thereon at the rate provided in the Obligations, and to retain as reasonable compensation a Trustee commission of five percent (5%) on the amount of the sale or sales; SECOND, to the discharge of all Taxes and assessments, if any, as provided by Virginia law; THIRD, to pay interest, principal, costs or late charges included in the Obligations, as the Lender, in its sole discretion, may determine hereunder, it being understood and agreed that, upon such sale before maturity of the Obligations, the balance thereof shall be immediately due and payable; FOURTH, to pay liens of record against the Property according to their priority of lien and to the extent that funds remaining in the hands of the Trustees are available; and LAST, to pay the remainder of the proceeds, if any, to Grantor, its personal representatives, successors or assigns upon the delivery and surrender to the purchaser of possession of the Property, less costs and expenses of obtaining possessionState. (c) In any foreclosure sale or sales, the Lender shall have the right to sell or cause to be sold either or both the Property and the Collateral, or parts thereof or interests therein, subject to any liens, security interests and other encumbrances and rights which are subordinate to the lien and security interest hereof, including without limitation, any leases which may be subordinate hereto; and any such sale or sales shall not release Grantor or any other person obligated on the Obligations or the other indebtedness and obligations secured hereby, and shall not provide to them any claim or defense in any action or proceeding brought hereunder by ▇▇▇▇▇▇ or otherwise brought by ▇▇▇▇▇▇ to collect full payment of the indebtedness and other obligations secured hereby. (d) If the Grantor: (i) fails to receive historic preservation certification Part 1 and 2 (conditional) and commence construction and renovation activity within twenty- four (24) months of closing on purchase of the Property, as evidenced by issuance of a building permit and substantial actual construction activity, or (ii) construction activity ceases on the Property for six (6) or more consecutive months after having initially commenced, the Grantor shall be in default of this Agreement, and the Lender may direct the Trustee foreclose immediately; accelerate the Note in accordance with Section 12.1.1; and convey the Property to the Town of Bedford, Virginia, a municipal corporation of the Commonwealth of Virginia, for $10.