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19. Application of Proceeds. The proceeds of any disposition of the Property, a portion of
<br />the Property, or the Personalty, whether by exercise of the Trustee's Power of Sale, foreclosure and
<br />sale, repossession and sale, or otherwise, shall be applied by Lenders in the following order of priority:
<br />892675/5/COLUMBUS
<br />065439.00078
<br />201310005
<br />amongst the property comprising the Property. Borrower agrees that in case Lenders,
<br />in the exercise of the power of sale contained herein or in the exercise of any other
<br />rights hereunder given, elects to sell in parts or parcels, said sales may be held from
<br />time to time and that the power shall not be exhausted until all of the Property not
<br />previously sold shall have been sold, notwithstanding that the proceeds of such sales
<br />exceed, or may exceed, the Obligations.
<br />FIRST, to all expenses and costs of Lenders and Trustee (including fees not to exceed
<br />$1000 plus 2% of the principal unpaid balance of the Notes), including reasonable attorneys'
<br />fees, arising out of or attributable to the exercise or enforcement of any or all of Lenders' or
<br />Trustee's rights as a secured party, including, without limitation, the rights, powers, authorities,
<br />and remedies provided in this Deed of Trust
<br />SECOND, to the expenses of such sale, disposition or other realization, and all
<br />expenses, liabilities, and advances incurred or made by Lenders and Trustee in connection
<br />therewith, and any other expenses for which Lenders and Trustee are to be reimbursed pursuant
<br />to this Deed of Trust;
<br />THIRD, to the payment of interest and late charges on the Notes;
<br />FOURTH, to the payment of principal on the Notes;
<br />FIFTH, to the payment of interest on such of the Obligations as are not evidenced by
<br />the Notes;
<br />SIXTH, to the payment of principal on such of the Obligations as are not evidenced by
<br />the Notes; and
<br />FINALLY, to Borrower, or its successors or assigns, or as a court of competent
<br />jurisdiction may direct, any surplus then remaining from such proceeds.
<br />20. INDEMNIFICATION. BORROWER SHALL PROTECT AND SAVE HARMLESS,
<br />AND HEREBY INDEMNIFIES TRUSTEE AND LENDERS, AND THEIR RESPECTIVE
<br />OFFICERS, MANAGERS, MEMBERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND
<br />AGENTS (EACH, AN "INDEMNIFIED PARTY"), FROM AND AGAINST ALL LOSS,
<br />LIABILITY, DAMAGE (WHETHER DIRECT OR CONSEQUENTIAL), OBLIGATIONS,
<br />CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES
<br />(INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES)
<br />IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST ANY INDEMNIFIED PARTY
<br />ARISING OUT OF OR RELATING TO: (A) ANY "EVENT OF DEFAULT' AS DEFINED
<br />HEREIN; (B) ANY BREACH OF THE "ENVIRONMENTAL PROVISIONS" SET FORTH
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