6E(3) Blackthorn Golf Course Financing Agreement

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If the proceeds of any sale or other disposition of collateral are insufficient to pay all expenses of sale, principal, interest and any other sum for which Debtor maybe liable hereunder, Debtor agrees to forthwith pay the amount of any deficiency. Section 8.9. Power of Attorney. Debtor authorizes and appoints secured party as debtor's attorney in fact to do any act which the debtor is obligated to do under this agreement and to exercise rights under this agreement which the debtor is entitled to exercise and to use the collateral in the manner in which the debtor may use it. In addition, debtor authorizes secured party to collect proceeds from the sale of collateral in the same wanner that the debtor may collect proceeds. The parties understand and agree that this authorization and appointment of secured party as debtor's attorney in fact is given to secured party to enable it to protect and preserve its rights under this agn•eement. Debtor agrees to reimburse secured party for expenses which it incurs while acting as debtor°s atto171ey in fact. Section 8.10. Reinstatement. To the extent that the Borrower makes a payment or payments to the Secured Party or the Secured Party enforces its security interest and lien or exercises its right of setoff, and such payments or the Proceeds of such enforcement are set off or any part thereof are subsequently im~alidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee or receiver or any other party under any insolvency law, state or federal law, common law or equitable cause, then to the extent of such recovery, the liability or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred and shall be Liabilities secured by the Collateral. The Secured Party may, at any time or times, pay, acquire, satisfy, or discharge any security interest, lien, encumbrance or claim asserted by any Person against the Collateral; provided, however, that the Secured Party shall take reasonable measures to notify the Bon-ower of its intention to pay any such claim but the failure to give such notice shall not invalidate any action taken by the Secured Party. The Secured Party shall not have any obligation to determine the validity thereof. All sums paid by the Secured Party under the provisions of this Section 9.7 and any existing or other charges relating thereto shall be repaid to the Secured Party by the Boi-~-ower on demand, shall be deemed an advance under the Agreement and shall bear interest at the default rate set forth in the Note. Section 8.11. No Marshaling. The Bor-ower, on its own behalf and on behalf of its successors and assigns. hereby expressly waives all rights, if any, to require a marshaling of assets by the Secured Party or to require the Secw•ed Party to first resort to some or any portion of the Collateral before foreclosing upon, selling or otherwise realizing on any other portion thereof. ARTICLE IX Miscellaneous Provisions Section 9.1. Priority. Unless otherwise expressly provided, the security interest hereby created shall be pro rata on par with any prior security interests in the Collateral now or hereafter 13