RECORDING REQUESTED BY AND AFTER RECORDING, RETURN TO:

RECORDING REQUESTED BY AND AFTER RECORDING, RETURN TO:
Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017
Attention: Lisa Morrow
Re: Whitmore Aerospace LLC — C&H Matter No. 1019-00002
Space Above This Line Reserved for Recording Information
Instrument Number: _______
Book: ___ Page: ___
Recording Date and Time: _______
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND SECURITY AGREEMENT (this "Deed of Trust") is made and entered into as of January 30, 2026, by and among:
GRANTOR:
WHITMORE AEROSPACE LLC, a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (EIN: 82-3194567; Delaware Secretary of State Filing No. 5738291) (the "Grantor");
TRUSTEE:
KEYSTONE NATIONAL TITLE SERVICES, LLC, a Virginia limited liability company, with an address at 901 East Cary Street, Suite 1100, Richmond, Virginia 23219 (the "Trustee");
BENEFICIARY:
PRESCOTT NATIONAL BANK, N.A., a national banking association organized under the laws of the United States, with its principal office at 550 South Tryon Street, Charlotte, North Carolina 28202, acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement (as defined herein) (the "Beneficiary" or the "Collateral Agent").
RECITALS
A. Grantor, as Borrower, has entered into that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company, as Borrower; Whitmore Propulsion Systems, Inc., a Delaware corporation, Whitmore Avionics Holdings LLC, a Delaware limited liability company, Whitmore Defense Solutions, Inc., a Virginia corporation, and Whitmore Precision Machining LLC, a Delaware limited liability company, each as a Subsidiary Guarantor; the Lenders party thereto from time to time; and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. The Credit Agreement has been assigned CUSIP Number 96438LAA3.
B. The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), consisting of (i) a revolving credit commitment in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000) (with a Twenty-Five Million Dollar ($25,000,000) swingline sub-facility and a Fifty Million Dollar ($50,000,000) letter of credit sub-facility), together with (ii) incremental capacity of up to One Hundred Million Dollars ($100,000,000), in each case subject to the terms and conditions set forth in the Credit Agreement (collectively, the "Credit Facility"). The stated Maturity Date of the Credit Facility is January 30, 2031.
C. Pursuant to the Credit Agreement, the Pledge and Security Agreement dated as of January 30, 2026 (the "Security Agreement"), and the other Loan Documents (as defined in the Credit Agreement), Grantor is required to grant to Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on, among other things, all owned real property of Grantor and the Subsidiary Guarantors having an appraised value exceeding Five Million Dollars ($5,000,000).
D. Grantor is the owner in fee simple absolute of certain real property located in Fairfax County, Commonwealth of Virginia, commonly known as 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, having an appraised value of approximately Thirty-Two Million Dollars ($32,000,000), and more particularly described in Exhibit A attached hereto and incorporated herein by reference.
E. Grantor desires to execute and deliver this Deed of Trust to secure the payment and performance of all Obligations (as defined in the Credit Agreement) owed by Grantor and the other Loan Parties to the Secured Parties, and to satisfy the conditions set forth in Section 4.01(h) of the Credit Agreement and Section 5.10 of the Security Agreement.
F. The Credit Facility is being used, among other things, to (i) refinance Grantor's existing Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan dated March 15, 2021 with Prescott National Bank, N.A. (the "Existing Facility"), (ii) fund working capital needs and general corporate purposes of Grantor and its subsidiaries, (iii) finance Permitted Acquisitions (as defined in the Credit Agreement), and (iv) fund capital expenditures in the ordinary course of business.
NOW, THEREFORE, in consideration of the foregoing Recitals, the indebtedness and other Obligations secured hereby, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Grantor agrees as follows:
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ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
All capitalized terms used but not otherwise defined in this Deed of Trust shall have the meanings assigned to such terms in the Credit Agreement dated as of January 30, 2026. In addition to the terms defined elsewhere herein, the following terms shall have the following meanings for purposes of this Deed of Trust:
"Beneficiary" means Prescott National Bank, N.A., a national banking association, acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement, and its successors and assigns in such capacity.
"Credit Agreement" has the meaning given to such term in Recital A of this Deed of Trust.
"Deed of Trust" means this Deed of Trust, Assignment of Leases and Rents, and Security Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Environmental Laws" means all federal, state, and local laws, statutes, regulations, ordinances, rules, and orders relating to pollution, protection of the environment, hazardous materials, or human health and safety, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Virginia Waste Management Act (Virginia Code § 10.1-1400 et seq.), and any analogous state or local statutes, and the rules and regulations promulgated thereunder, each as amended or supplemented from time to time.
"Event of Default" has the meaning set forth in Section 7.01 of this Deed of Trust.
"Existing Facility" means the Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan made by Prescott National Bank, N.A. to Grantor pursuant to that certain Term Loan Agreement dated March 15, 2021, as amended.
"Fixtures" means all fixtures now or hereafter attached to or used in connection with the Land and the Improvements, including without limitation all heating, ventilation, and air conditioning equipment and systems, plumbing systems and fixtures, electrical systems, mechanical systems, security systems, fire detection and suppression systems, elevator systems and components, lighting systems, telecommunications systems and wiring, and all replacements, substitutions, additions, and accessions thereto and thereof.
"Grantor" means Whitmore Aerospace LLC, a Delaware limited liability company, and its permitted successors and assigns.
"Improvements" means all buildings, structures, and other improvements of every kind and nature now or hereafter erected, constructed, or placed upon the Land, including without limitation the headquarters office building and all other permanent structures, and all additions, alterations, replacements, and substitutions thereto and thereof.
"Land" means the real property located in Fairfax County, Commonwealth of Virginia, as more particularly described in Exhibit A attached hereto and incorporated herein by reference.
"Loan Documents" means, collectively, the Credit Agreement, the Security Agreement, the Guarantee Agreement dated as of January 30, 2026, this Deed of Trust, and all other documents, instruments, agreements, and certificates executed and delivered in connection with the Credit Facility, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Mortgaged Property" has the meaning set forth in Section 2.01 of this Deed of Trust and includes, collectively, the Land, the Improvements, the Fixtures, the Rents, and all other property, rights, and interests described in the Granting Clauses of this Deed of Trust.
"Obligations" means all indebtedness, liabilities, and obligations of Grantor and the other Loan Parties under the Credit Agreement and the other Loan Documents, whether now existing or hereafter arising, direct or indirect, absolute or contingent, matured or unmatured, including without limitation (a) all principal amounts outstanding under the Credit Facility, (b) all interest thereon (whether computed at the Adjusted Term SOFR rate plus a margin of 350 basis points per annum, the Alternate Base Rate plus a margin of 250 basis points per annum, or, following the occurrence and during the continuance of an Event of Default, the Default Rate, which is an additional 200 basis points per annum above the otherwise applicable rate), (c) all fees, including the commitment fee of 50 basis points per annum, the letter of credit fee of 350 basis points per annum, the fronting fee of 12.5 basis points per annum, and the agent fee of $175,000 per annum, (d) all costs and expenses, including attorneys' fees and disbursements, (e) all indemnification obligations, and (f) all other amounts payable under the Loan Documents.
"Permitted Encumbrances" means those liens, encumbrances, easements, covenants, conditions, restrictions, and other matters of record affecting the Mortgaged Property that are identified on Exhibit B attached hereto and incorporated herein by reference, together with such other liens and encumbrances as may be expressly permitted under Section 7.01 of the Credit Agreement.
"Rents" means all rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter derived from the Mortgaged Property or arising from the use or enjoyment thereof, including without limitation all amounts payable under leases, subleases, licenses, and occupancy agreements, all parking revenues, all proceeds from the cancellation or surrender of any lease, and minimum rents, percentage rents, additional rents, and other sums due under leases.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders from time to time party to the Credit Agreement, the Swingline Lender, the LC Issuer, and each other Person that is a "Secured Party" under and as defined in the Loan Documents.
"Trustee" means Keystone National Title Services, LLC, a Virginia limited liability company, and any successor trustee appointed or substituted hereunder in accordance with the provisions of this Deed of Trust and applicable Virginia law.
"UCC" means the Uniform Commercial Code as in effect from time to time in the Commonwealth of Virginia (Virginia Code Title 8.1A through Title 8.11, inclusive), or, when the context requires, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, all terms not otherwise defined herein that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement. In the event of any inconsistency between a term defined in this Deed of Trust and the same term as defined in the Credit Agreement, the definition set forth in the Credit Agreement shall control, except to the extent such definition relates to matters of Virginia real property law or foreclosure procedure, in which case the definition in this Deed of Trust shall control.
(b) All references to statutory provisions of the Code of Virginia, including but not limited to Title 55.1 (Property and Conveyances), Title 8.9A (Secured Transactions), and Title 8.01 (Civil Remedies and Procedure), shall be deemed to refer to such provisions as currently in effect and as the same may be amended, renumbered, or recodified from time to time, and shall include any successor provisions thereto.
(c) All references herein to "Articles," "Sections," "Exhibits," and "Schedules" are references to the Articles, Sections, Exhibits, and Schedules of this Deed of Trust unless otherwise specified.
(d) Words importing one gender shall include all genders. Words importing the singular number shall include the plural number and vice versa. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive. References to any Person include references to such Person's successors and permitted assigns.
(e) This Deed of Trust shall not be construed more strictly against any party hereto solely by reason of the fact that this Deed of Trust or any particular provision hereof may have been prepared by any particular party.
ARTICLE II — GRANTING CLAUSES
Section 2.01 — Grant in Trust
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment and performance of the Obligations, Grantor hereby irrevocably GRANTS, BARGAINS, SELLS, CONVEYS, AND CONFIRMS unto the Trustee, IN TRUST, WITH POWER OF SALE, for the use and benefit of Beneficiary, for the ratable benefit of the Secured Parties, the following described property, rights, and interests (collectively, the "Mortgaged Property"):
(a) The Land
All that certain lot, piece, or parcel of land, together with all rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, situate, lying, and being in Fairfax County, Commonwealth of Virginia, commonly known as 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, as more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"); together with all right, title, and interest of Grantor in and to all strips and gores between the Land and abutting properties, all streets, alleys, roads, passages, ways, and rights-of-way, public or private, now or hereafter adjoining, abutting, or appurtenant to the Land or any part thereof, and all sidewalks, curbs, and gutters adjacent thereto.
(b) The Improvements
All buildings, structures, and other improvements of every kind and nature now or hereafter erected, constructed, placed, or situated upon the Land, including without limitation the headquarters office building currently maintained by Grantor at the Land (having an appraised value of approximately Thirty-Two Million Dollars ($32,000,000)), and all additions, alterations, renovations, repairs, restorations, replacements, and substitutions thereto and thereof, and all construction work in progress thereon (collectively, the "Improvements").
(c) Fixtures.  All fixtures of every kind and nature now or hereafter attached to, installed in, or used in connection with the Land and the Improvements, including without limitation all heating, ventilation, and air conditioning systems and equipment, plumbing systems and fixtures, electrical systems and wiring, mechanical systems, security and access control systems, fire detection, alarm, and suppression systems (including sprinkler systems), elevator and escalator systems and components, lighting systems and fixtures, telecommunications systems and wiring, generators, boilers, compressors, water heaters, pumps, tanks, motors, engines, conduits, ducts, risers, pipes, and all other machinery, equipment, appliances, and apparatus now or hereafter affixed or attached to the Land or the Improvements, together with all replacements, substitutions, additions, and accessions thereto and thereof (collectively, the "Fixtures").
(d) Easements and Appurtenances
All easements, rights-of-way, strips, gores, water rights, water courses, waterpipes, ditches, drains, mineral rights (to the extent owned by Grantor), development rights, air rights, transferable development rights, permits, licenses, approvals, certificates (including certificates of occupancy), building permits, variances, entitlements, and all other appurtenances, rights, privileges, and benefits now or hereafter belonging or in anywise appertaining to the Land, including without limitation all rights of ingress and egress to and from the Land and all adjacent streets, roads, and alleys, and all rights under any declaration of covenants, conditions, and restrictions, reciprocal easement agreement, or similar instrument benefiting the Land.
(e) Rents and Profits
All rents, issues, profits, revenues, royalties, income, and other benefits of every kind and nature now or hereafter derived from or arising out of the Mortgaged Property or any part thereof, including without limitation all amounts payable under leases, subleases, licenses, and occupancy agreements, and all proceeds thereof (subject to the assignment set forth in Article V hereof).
(f) Agreements and Contracts
All of Grantor's right, title, and interest in and to all leases, subleases, licenses, and occupancy agreements now or hereafter affecting the Mortgaged Property or any part thereof, including all amendments, extensions, renewals, and guarantees thereof; and all of Grantor's right, title, and interest in and to all service contracts, maintenance agreements, management agreements, construction contracts, architectural agreements, engineering contracts, warranty agreements, indemnity agreements, and all other contracts and agreements of every kind and nature now or hereafter relating to the ownership, construction, maintenance, management, operation, use, or occupancy of the Mortgaged Property or any part thereof, together with all deposits, prepaid amounts, escrows, and reserves held thereunder.
(g) Insurance and Condemnation Proceeds
All proceeds of any and all policies of insurance covering the Mortgaged Property or any part thereof (regardless of whether such insurance is required by this Deed of Trust), including all unearned premiums and all proceeds of fire and extended coverage insurance, rental loss insurance, business interruption insurance, and all other insurance of every kind; and all awards, damages, compensation, settlements, and other amounts heretofore or hereafter made or payable as a result of or in connection with any condemnation, eminent domain proceeding, or other taking of or damage to the Mortgaged Property or any part thereof, whether direct or indirect, temporary or permanent, total or partial.
(h) Personal Property / UCC Collateral
To the extent not otherwise covered by the Security Agreement dated as of January 30, 2026, all personal property, accounts, general intangibles, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, supporting obligations, and goods of every kind and nature now or hereafter located on, attached to, used in connection with, or arising from the Mortgaged Property or any part thereof, including without limitation all furniture, furnishings, equipment, machinery, tools, supplies, inventory, building materials, and all replacements, substitutions, and additions thereto. This Deed of Trust shall constitute a "security agreement" within the meaning of the UCC with respect to all such personal property, and Grantor hereby grants to Beneficiary a security interest in all such personal property, as more fully described in Article VI hereof.
(i) Proceeds.  All proceeds (as defined in the UCC), products, offspring, rents, and profits of, and all replacements and substitutions for, any and all of the foregoing described property, whether now owned or hereafter acquired, including without limitation all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, all insurance proceeds, condemnation awards, and all other amounts received or receivable with respect to any of the foregoing.
Section 2.02 — Habendum
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, and appurtenances thereunto belonging or in anywise appertaining, unto the Trustee, and the Trustee's successors and assigns, forever, upon the trusts and for the uses, purposes, and benefits herein set forth, subject only to the Permitted Encumbrances.
Section 2.03 — Secured Obligations
This Deed of Trust is executed and delivered for the purpose of securing, and shall secure, the full and timely payment and performance of the following (collectively, the "Secured Obligations"):
(a) All principal amounts outstanding from time to time under the Credit Facility, including all revolving credit loans, swingline loans, letter of credit reimbursement obligations, and incremental facility loans, in an aggregate principal amount not to exceed Four Hundred Fifty Million Dollars ($450,000,000) (plus incremental capacity of up to One Hundred Million Dollars ($100,000,000));
(b) All interest accrued and accruing thereon, whether at the Adjusted Term SOFR rate plus a margin of 350 basis points per annum, the Alternate Base Rate plus a margin of 250 basis points per annum, or, during the continuance of an Event of Default, the Default Rate (which is an additional 200 basis points per annum above the otherwise applicable rate), and whether such interest accrues before or after the commencement of any insolvency proceeding;
(c) All fees payable under the Loan Documents, including without limitation the commitment fee of 50 basis points per annum on the average daily unused portion of the revolving commitments, the letter of credit fee of 350 basis points per annum on the aggregate undrawn face amount of outstanding letters of credit, the fronting fee of 12.5 basis points per annum, and the agent fee of $175,000 per annum;
(d) All costs and expenses (including reasonable attorneys' fees and disbursements) incurred by the Administrative Agent, the Collateral Agent, or any other Secured Party in connection with the enforcement, protection, or preservation of the rights of the Secured Parties under the Loan Documents;
(e) All amounts payable by Grantor and the other Loan Parties under the Guarantee Agreement, the Security Agreement, and the other Loan Documents;
(f) All indemnification obligations of Grantor and the other Loan Parties under the Loan Documents; and
(g) All future advances, loans, extensions of credit, and other financial accommodations made under the Credit Agreement from time to time, this Deed of Trust being intended to secure future advances in accordance with and pursuant to the provisions of Virginia Code § 55.1-318, and the priority of this Deed of Trust with respect to such future advances shall relate back to the original date of recording of this Deed of Trust in the land records of Fairfax County, Virginia.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF GRANTOR
Grantor hereby makes the following representations and warranties to Beneficiary and the Secured Parties as of the date hereof, which representations and warranties shall survive the execution and delivery of this Deed of Trust and the making of the loans and other extensions of credit under the Credit Agreement:
Section 3.01 — Title and Ownership
Grantor represents and warrants that it is the lawful owner of the Mortgaged Property and holds good and marketable title thereto in fee simple absolute, free and clear of all liens, mortgages, deeds of trust, pledges, charges, security interests, encumbrances, claims, and restrictions of every kind and nature, except for the Permitted Encumbrances set forth in Exhibit B attached hereto. Grantor has the right, power, and authority to grant, bargain, sell, and convey the Mortgaged Property as provided herein and to execute and deliver this Deed of Trust.
Section 3.02 — Authority
(a) Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State Filing No. 5738291), and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) The execution, delivery, and performance by Grantor of this Deed of Trust have been duly authorized by all necessary limited liability company action of Grantor, including the approval of the members of Grantor by member resolutions duly adopted on January 22, 2026, and no further action, consent, or approval on the part of Grantor or its members is required.
(c) The persons executing this Deed of Trust on behalf of Grantor, namely Derek Whitmore, in his capacity as Chief Executive Officer and Co-Founder, and/or Gregory Alston, in his capacity as General Counsel and Secretary, are duly authorized to execute and deliver this Deed of Trust and to bind Grantor to the obligations set forth herein.
Section 3.03 — No Conflicts
The execution, delivery, and performance by Grantor of this Deed of Trust do not and will not (a) violate or conflict with the Certificate of Formation or the Limited Liability Company Agreement of Grantor, each as currently in effect, (b) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, order, judgment, or decree binding upon or applicable to Grantor or the Mortgaged Property, (c) result in a breach of or default under any material agreement, instrument, indenture, or other obligation to which Grantor is a party or by which Grantor or any of its properties is bound, or (d) result in the creation or imposition of any lien on the Mortgaged Property other than the lien of this Deed of Trust and the Permitted Encumbrances.
Section 3.04 — No Prior Liens
There are no mortgages, deeds of trust, liens, pledges, charges, security interests, or other encumbrances on the Mortgaged Property other than the Permitted Encumbrances. Grantor acknowledges and represents that the existing Deed of Trust recorded as Instrument No. 2021-035782 in the land records of Fairfax County, Virginia, on March 18, 2021, which secures the Existing Facility, shall be released and discharged upon the payoff of the Existing Facility in full from the initial draw under the Credit Facility. The estimated payoff amount of the Existing Facility as of March 1, 2026 is One Hundred Sixty-Nine Million Three Hundred Twelve Thousand Five Hundred Dollars ($169,312,500), exclusive of per diem interest accruing thereafter. Grantor shall cause all necessary release documentation, including mortgage discharges and UCC-3 termination statements, to be executed and recorded in connection with such payoff.
Section 3.05 — Compliance with Laws
The Mortgaged Property and its current use as Grantor's corporate headquarters and office space comply in all material respects with all applicable zoning, building, fire, health, safety, environmental, and other laws, statutes, rules, regulations, and ordinances of the Commonwealth of Virginia, Fairfax County, the Town of Herndon, and all other governmental authorities having jurisdiction over the Mortgaged Property. All certificates of occupancy, building permits, and other governmental permits and approvals required for the current use and occupancy of the Mortgaged Property have been obtained and are in full force and effect. No notice of any violation of any such law, statute, rule, regulation, or ordinance has been received by Grantor that has not been cured or resolved.
Section 3.06 — Environmental Matters
(a) To Grantor's actual knowledge (after due inquiry), no hazardous materials (as defined in applicable Environmental Laws) have been generated, treated, stored, disposed of, transported to or from, or released on, under, in, or from the Mortgaged Property in violation of any applicable Environmental Laws, and no underground storage tanks are located on or under the Mortgaged Property.
(b) To Grantor's actual knowledge, there are no pending or threatened claims, actions, investigations, or proceedings relating to the environmental condition of the Mortgaged Property or any violation of Environmental Laws with respect thereto.
(c) Grantor acknowledges that a Phase I environmental site assessment of the Mortgaged Property is to be conducted by Creston Environmental Sciences, Inc. as a post-closing deliverable under the Credit Agreement, with delivery to Beneficiary anticipated by February 14, 2026, and in no event later than February 28, 2026. The representations set forth in this Section 3.06 are not qualified by, and shall not be limited by, the results of such Phase I assessment.
Section 3.07 — Taxes and Assessments
All real property taxes, general and special assessments, water and sewer charges, and other governmental charges and impositions with respect to the Mortgaged Property have been paid in full prior to the date on which any interest or penalty could attach thereto, or are not yet due and payable. Grantor has not received notice of any proposed increase in assessed valuation of the Mortgaged Property or any special assessment affecting the Mortgaged Property.
Section 3.08 — Insurance
The Mortgaged Property is insured under policies of insurance that comply with the requirements of the Credit Agreement and Section 4.04 of this Deed of Trust. The insurance program covering the Mortgaged Property has been placed by Falconer Risk Advisors, Inc. on behalf of Grantor. All premiums with respect to such insurance policies have been paid in full, and no notice of cancellation, nonrenewal, or material change in coverage has been received by Grantor. Endorsements naming Beneficiary (Prescott National Bank, N.A., as Collateral Agent) as additional insured and loss payee under a standard mortgagee clause are to be delivered as a post-closing deliverable, with a target delivery date of February 14, 2026 and a hard deadline of February 28, 2026.
Section 3.09 — Separate Tax Lot
The Mortgaged Property constitutes one or more separate and distinct tax lots for purposes of real property taxation by Fairfax County, Virginia, and does not include any real property that is not intended to be encumbered by this Deed of Trust. No other real property is assessed or taxed together with the Mortgaged Property.
Section 3.10 — No Condemnation
No condemnation, eminent domain, or similar proceeding is pending or, to Grantor's actual knowledge (after due inquiry), threatened with respect to the Mortgaged Property or any part thereof. Grantor has not received any written or oral notice of any such proceeding from any governmental authority, and Grantor is not aware of any circumstances that would reasonably be expected to give rise to the commencement of any such proceeding.
Section 3.11 — Utilities and Access
The Mortgaged Property has direct, legal, and physical access to and from public roads and highways adequate for the current use and operation of the Mortgaged Property. All utilities necessary for the current use and operation of the Mortgaged Property, including water, sanitary and storm sewer, natural gas, electric, and telephone service, are available at the boundaries of the Land and are connected to and serve the Improvements, and all utility installation and connection charges have been paid in full.
ARTICLE IV — COVENANTS OF GRANTOR
Grantor hereby covenants and agrees with Beneficiary and the Secured Parties as follows:
Section 4.01 — Payment of Obligations
Grantor shall duly and punctually pay and perform all Obligations under the Credit Agreement and the other Loan Documents as and when the same shall become due and payable, whether at the stated maturity, by acceleration, or otherwise, strictly in accordance with the terms thereof.
Section 4.02 — Maintenance and Repair
(a) Grantor shall maintain, preserve, and keep the Mortgaged Property, including all Improvements and Fixtures, in good order, condition, and repair, ordinary wear and tear excepted, and shall not commit or permit any waste of or to the Mortgaged Property, whether voluntary, involuntary, or permissive.
(b) Grantor shall promptly make or cause to be made all repairs, renewals, replacements, and additions to the Mortgaged Property that may be necessary or appropriate to keep the same in good order, condition, and repair, and in compliance with all applicable laws, regulations, and ordinances.
(c) Grantor shall not demolish, materially alter, or remove any Improvements without the prior written consent of Beneficiary, except in connection with ordinary maintenance and repair or as otherwise expressly permitted under the Credit Agreement.
(d) Grantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, and ordinances affecting the Mortgaged Property, including without limitation all zoning, building, fire, health, safety, and environmental laws and regulations.
Section 4.03 — Payment of Taxes
(a) Grantor shall pay, or cause to be paid, before any interest or penalty attaches thereto, all real property taxes, general and special assessments, water and sewer charges, and all other governmental charges and impositions of every kind and nature now or hereafter levied, assessed, or imposed upon or with respect to the Mortgaged Property.
(b) Notwithstanding the foregoing, Grantor may contest in good faith the validity or amount of any such tax, assessment, or charge by appropriate legal proceedings, provided that (i) no Event of Default has occurred and is continuing, (ii) such contest is maintained diligently, (iii) Grantor has established adequate reserves therefor in accordance with generally accepted accounting principles, (iv) such contest effectively stays any collection action and prevents the creation of a lien on the Mortgaged Property that is senior to the lien of this Deed of Trust, and (v) Grantor promptly pays or discharges such tax, assessment, or charge upon the final, non-appealable determination of such contest.
(c) Grantor shall deliver to Beneficiary, promptly upon written request, evidence of the payment of all such taxes, assessments, and charges.
Section 4.04 — Insurance
(a) Grantor shall obtain and maintain, or cause to be obtained and maintained, at Grantor's sole cost and expense, policies of insurance covering the Mortgaged Property as required by the Credit Agreement, including without limitation the following:
(i) Property Insurance. Insurance against loss or damage to the Improvements and Fixtures by fire, windstorm, and such other hazards as are customarily covered under an "all-risk" or "special form" property insurance policy, in an amount not less than the full replacement cost of the Improvements and Fixtures (without deduction for depreciation), with deductibles and self-insured retentions in amounts reasonably acceptable to Beneficiary.
(ii) Commercial General Liability Insurance. Commercial general liability insurance against claims for bodily injury, personal injury, and property damage occurring on, in, or about the Mortgaged Property, with coverage limits not less than those required by the Credit Agreement.
(iii) Business Interruption Insurance. Business interruption or rental loss insurance in an amount sufficient to cover at least twelve (12) months of Rents and other income derived from the Mortgaged Property.
(iv) Flood Insurance. If the Mortgaged Property or any portion thereof is located in an area identified by the Federal Emergency Management Agency ("FEMA") as a special flood hazard area, flood insurance in amounts required by applicable FEMA regulations and the Credit Agreement.
(v) Other Insurance. Such other insurance as Beneficiary may from time to time reasonably require, including earthquake insurance, terrorism insurance, and builder's risk insurance, in each case in amounts and with coverages reasonably satisfactory to Beneficiary.
(b) All policies of property insurance required hereunder shall name Beneficiary (Prescott National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties) as additional insured and loss payee under a standard mortgagee clause (non-contributing, without contribution) satisfactory to Beneficiary.
(c) The insurance program covering the Mortgaged Property shall be placed through Falconer Risk Advisors, Inc. on behalf of Grantor. All insurance endorsements naming Beneficiary as additional insured and loss payee shall be delivered to Beneficiary as a post-closing deliverable under the Credit Agreement, with a target delivery date of February 14, 2026 and a hard deadline of February 28, 2026.
(d) All policies of insurance required hereunder shall provide for at least thirty (30) days' prior written notice to Beneficiary of cancellation, nonrenewal, or material change in coverage (ten (10) days in the case of cancellation for nonpayment of premium). Grantor shall deliver to Beneficiary copies of all policies or certificates of insurance, together with evidence of premium payment, promptly upon request.
(e) In the event Grantor fails to maintain any insurance required hereunder, Beneficiary may, but shall not be obligated to, procure such insurance, and all premiums paid by Beneficiary therefor shall constitute additional Obligations secured by this Deed of Trust, payable on demand with interest at the Default Rate.
Section 4.05 — No Liens
Grantor shall not create, incur, assume, or permit to exist any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance, or other claim of any kind upon or with respect to the Mortgaged Property or any part thereof, other than (a) the lien of this Deed of Trust, (b) the Permitted Encumbrances, and (c) liens expressly permitted under Section 7.01 of the Credit Agreement. Grantor shall promptly discharge, or cause to be discharged, any lien or encumbrance on the Mortgaged Property that is not a Permitted Encumbrance or otherwise permitted hereunder, by payment, bonding, or otherwise.
Section 4.06 — No Transfer or Encumbrance
Grantor shall not, without the prior written consent of Beneficiary (acting at the direction of the Required Lenders under the Credit Agreement), sell, convey, transfer, assign, lease (except in the ordinary course of business as permitted by the Credit Agreement), mortgage, pledge, encumber, or otherwise dispose of the Mortgaged Property or any part thereof or any interest therein, or enter into any agreement or option for any of the foregoing, except as expressly permitted under the Credit Agreement. Any sale, conveyance, transfer, assignment, or other disposition or encumbrance of the Mortgaged Property in violation of this Section 4.06 shall constitute an Event of Default hereunder, and Beneficiary shall have the right to declare all Obligations immediately due and payable (due-on-sale clause).
Section 4.07 — Compliance with Laws
Grantor shall comply, and shall cause the Mortgaged Property to comply, in all material respects with all applicable federal, state, and local laws, statutes, rules, regulations, ordinances, codes, and orders affecting the Mortgaged Property, including without limitation all zoning, building, fire, health, safety, environmental, and accessibility laws and regulations. Grantor shall obtain and maintain all permits, licenses, certificates, and approvals required for the lawful use, occupancy, and operation of the Mortgaged Property.
Section 4.08 — Environmental Covenants
(a) Grantor shall not cause, suffer, or permit the generation, manufacture, treatment, storage, disposal, release, discharge, or transportation of any hazardous materials (as defined in applicable Environmental Laws) on, under, in, from, or about the Mortgaged Property, except in the ordinary course of business and in compliance with all applicable Environmental Laws.
(b) Grantor shall promptly notify Beneficiary in writing of (i) any release or threatened release of hazardous materials on, under, in, or from the Mortgaged Property, (ii) any claim, notice, investigation, or proceeding relating to the environmental condition of the Mortgaged Property, (iii) any violation or alleged violation of Environmental Laws with respect to the Mortgaged Property, and (iv) any environmental condition that could reasonably be expected to have a material adverse effect on the value of the Mortgaged Property or the operations of Grantor thereon.
(c) Grantor shall indemnify, defend, and hold harmless Beneficiary, the Trustee, the Administrative Agent, and each of the Secured Parties from and against all environmental losses, claims, damages, costs, expenses, and liabilities as more fully set forth in Article XI hereof.
(d) Grantor shall, at its sole cost and expense, promptly take all actions required by any governmental authority or Environmental Law to investigate, remediate, remove, or clean up any hazardous materials on, under, in, or from the Mortgaged Property, and shall keep Beneficiary informed of the progress of any such investigation or remediation.
Section 4.09 — Further Assurances
Grantor shall, at Grantor's sole cost and expense, execute and deliver, or cause to be executed and delivered, to Beneficiary such further instruments, documents, and agreements, and shall take or cause to be taken such further actions, as Beneficiary may from time to time reasonably request in order to (a) carry out the purposes and intent of this Deed of Trust, (b) subject to the lien of this Deed of Trust any property of Grantor intended to be covered hereby, (c) perfect, protect, and maintain the validity, enforceability, and priority of the lien of this Deed of Trust, and (d) better assure, convey, assign, transfer, preserve, and confirm to Beneficiary and the Secured Parties the rights, powers, and remedies granted or purported to be granted to Beneficiary and the Secured Parties hereunder.
Section 4.10 — Inspection Rights
(a) Beneficiary and its agents, representatives, consultants, and contractors shall have the right to enter upon, inspect, and examine the Mortgaged Property at any reasonable time and from time to time during normal business hours upon reasonable prior written or oral notice to Grantor (provided that no prior notice shall be required if an Event of Default has occurred and is continuing), for the purpose of (i) inspecting the condition, use, and occupancy of the Mortgaged Property, (ii) verifying compliance with the terms and conditions of this Deed of Trust and the other Loan Documents, (iii) conducting environmental assessments and audits, and (iv) taking such other actions as Beneficiary may deem reasonably necessary or appropriate.
(b) Grantor acknowledges that the Mortgaged Property also serves as the corporate headquarters of Grantor and its affiliated entities, and that certain classified programs operated by Whitmore Defense Solutions, Inc. are conducted at Suite 750 within the building complex. The parties acknowledge and agree that the inspection and access rights granted to Beneficiary under this Section 4.10 shall, with respect to any classified areas or facilities subject to applicable Department of Defense facility security clearance requirements and regulations (including without limitation the National Industrial Security Program Operating Manual, DoD 5220.22-M), be exercised in a manner consistent with such requirements and regulations. Beneficiary's inability to access classified areas shall not be deemed a breach by Grantor of its obligations under this Deed of Trust, provided that Grantor shall cooperate in good faith to facilitate Beneficiary's inspection of all non-classified areas and portions of the Mortgaged Property.
Section 4.11 — Financial Covenants (Cross-Reference)
Grantor shall comply with all financial covenants and reporting requirements set forth in the Credit Agreement, including without limitation (a) maintenance of a maximum total leverage ratio of 3.75 to 1.00, tested quarterly on a trailing four-quarter basis, (b) maintenance of a minimum interest coverage ratio of 3.00 to 1.00, tested quarterly on a trailing four-quarter basis, and (c) maximum annual capital expenditures of Forty-Five Million Dollars ($45,000,000) in any fiscal year (subject to carryover provisions as set forth in the Credit Agreement). A breach of any such financial covenant shall constitute an Event of Default under the Credit Agreement and, by virtue of the cross-default provisions in Section 7.01(a) hereof, an Event of Default under this Deed of Trust.
Section 4.12 — Books and Records
Grantor shall maintain complete and accurate books and records relating to the Mortgaged Property, including without limitation records of all Rents, leases, subleases, licenses, occupancy agreements, operating expenses, capital expenditures, insurance, taxes, assessments, and environmental matters. Grantor shall make such books and records available to Beneficiary and its representatives for inspection and copying upon reasonable prior written notice during normal business hours, subject to the security restrictions set forth in Section 4.10(b) above.
ARTICLE V — ASSIGNMENT OF LEASES AND RENTS
Section 5.01 — Assignment
As additional security for the payment and performance of the Obligations, Grantor hereby absolutely and unconditionally assigns, transfers, and sets over to Beneficiary all of Grantor's right, title, and interest in and to (a) all leases, subleases, licenses, and occupancy agreements now existing or hereafter entered into affecting the Mortgaged Property or any part thereof, including all amendments, extensions, renewals, options, guarantees, and other agreements relating thereto, and (b) all Rents derived from or arising out of the Mortgaged Property, whether now due, past due, or to become due. This assignment is an absolute assignment and not merely an assignment for additional security, and it is made pursuant to and in accordance with Virginia Code § 55.1-321 et seq.
Section 5.02 — License Back
So long as no Event of Default has occurred and is continuing, Grantor shall have a revocable license from Beneficiary to collect, receive, use, and enjoy the Rents from the Mortgaged Property in the ordinary course of business, and to exercise all rights and remedies of Grantor as landlord under the leases, subject to the terms and conditions of this Deed of Trust and the other Loan Documents. Such license shall automatically and without notice or demand be revoked upon the occurrence and during the continuance of any Event of Default. Grantor shall hold any Rents collected by Grantor after the revocation of such license in trust for Beneficiary and shall promptly deliver the same to Beneficiary upon demand.
Section 5.03 — Enforcement Upon Default
(a) Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall be entitled, without limitation, to (i) notify any and all tenants, subtenants, licensees, and occupants of the Mortgaged Property to make payment of all Rents directly to Beneficiary, (ii) collect and receive all Rents directly from such tenants, subtenants, licensees, and occupants, (iii) enter upon the Mortgaged Property and take possession thereof for the purpose of collecting Rents, and (iv) exercise any and all rights and remedies of Grantor as landlord under the leases.
(b) Each tenant, subtenant, licensee, and occupant of the Mortgaged Property is hereby authorized and directed, upon receipt of written notice from Beneficiary stating that an Event of Default has occurred under this Deed of Trust, to make payment of all Rents thereafter becoming due directly to Beneficiary, without any obligation to inquire as to the existence or nature of such Event of Default. No tenant, subtenant, licensee, or occupant shall be liable to Grantor for any amounts paid to Beneficiary in accordance with such notice.
(c) The collection of Rents by Beneficiary shall not cure or waive any Event of Default or affect any notice of default or invalidate any act done pursuant to such notice.
Section 5.04 — Subordination of Leases
All leases, subleases, licenses, and occupancy agreements now existing or hereafter entered into with respect to the Mortgaged Property shall be subordinate to the lien of this Deed of Trust, unless Beneficiary shall otherwise consent in writing. Notwithstanding the foregoing, Beneficiary shall have the right, in its sole discretion, to subordinate the lien of this Deed of Trust to any particular lease by written instrument, or to require that any particular lease be subject to a subordination, non-disturbance, and attornment agreement in form and substance satisfactory to Beneficiary.
ARTICLE VI — SECURITY AGREEMENT (UCC PROVISIONS)
Section 6.01 — Grant of Security Interest
To the extent any portion of the Mortgaged Property constitutes personal property, goods (including fixtures), accounts, chattel paper, instruments, documents, deposit accounts, general intangibles, investment property, letter-of-credit rights, supporting obligations, or any other collateral subject to the Uniform Commercial Code, this Deed of Trust shall also constitute a "security agreement" within the meaning of the Virginia Uniform Commercial Code (Virginia Code Title 8.9A, as amended), and Grantor hereby grants to Beneficiary a first-priority security interest in all such personal property and fixtures as additional security for the payment and performance of the Obligations. The lien and security interest granted hereby are in addition to and supplemental to, and not in substitution for, the security interests granted under the Security Agreement dated as of January 30, 2026.
Section 6.02 — Financing Statements
(a) Grantor hereby irrevocably authorizes Beneficiary, at Grantor's sole cost and expense, to file financing statements, fixture filings (including filings in the land records of Fairfax County, Virginia), continuation statements, amendments, and all other filings and recordings as Beneficiary may from time to time deem necessary or desirable to perfect, protect, and maintain the security interest granted hereby.
(b) This Deed of Trust shall constitute a "fixture filing" within the meaning of Virginia Code § 8.9A-502(c) and may be filed for record in the land records of Fairfax County, Virginia, as a fixture filing with respect to all Fixtures and other goods that are or may become fixtures.
(c) Grantor shall, at its expense, execute and deliver to Beneficiary, or cause to be executed and delivered, such additional financing statements, amendments, and other documents as Beneficiary may from time to time reasonably request in order to perfect, protect, or maintain the security interest granted hereby.
Section 6.03 — Remedies
Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have all of the rights and remedies of a "secured party" under the Virginia Uniform Commercial Code and other applicable law, in addition to the rights and remedies provided in this Deed of Trust and the other Loan Documents, including without limitation the right to take possession of, collect, dispose of, or otherwise realize upon any or all of the personal property and fixtures included in the Mortgaged Property. All such rights and remedies shall be cumulative and may be exercised singularly or concurrently, at the sole discretion of Beneficiary.
ARTICLE VII — EVENTS OF DEFAULT
Section 7.01 — Events of Default
Each of the following events shall constitute an "Event of Default" under this Deed of Trust:
(a) Cross-Default to Credit Agreement. The occurrence of an "Event of Default" under and as defined in the Credit Agreement, which events include, without limitation, those events described in Section 7.02 below.
(b) Failure to Pay. The failure by Grantor to pay any Obligation when due and payable, whether at stated maturity, by acceleration, or otherwise, in accordance with the terms of the Credit Agreement or any other Loan Document, subject to any applicable grace period expressly set forth in the Credit Agreement.
(c) Breach of Representations, Warranties, or Covenants. Any representation or warranty made by Grantor in this Deed of Trust or in any certificate, report, or other document delivered in connection herewith proves to have been incorrect in any material respect when made or deemed made; or Grantor shall fail to observe or perform any covenant, condition, or agreement contained in this Deed of Trust, subject to any applicable notice and cure periods set forth in the Credit Agreement (and, in the case of a breach of any covenant contained in Article IV hereof, such breach shall not have been cured within the applicable cure period specified in the Credit Agreement).
(d) Failure to Maintain Insurance. Grantor shall fail to maintain insurance covering the Mortgaged Property as required by Section 4.04 hereof and the Credit Agreement, and such failure shall continue for ten (10) Business Days after written notice thereof from Beneficiary to Grantor.
(e) Involuntary Liens. The filing or imposition of any involuntary lien, judgment lien, mechanics' lien, materialmen's lien, tax lien, or other lien or encumbrance on the Mortgaged Property (other than Permitted Encumbrances) that is not discharged, bonded over, or otherwise removed within thirty (30) days after Grantor obtains knowledge thereof or receives written notice thereof from Beneficiary.
(f) Condemnation. The commencement of any condemnation, eminent domain, or similar proceeding affecting all or a material portion of the Mortgaged Property, where "material portion" shall mean any portion of the Mortgaged Property having a fair market value in excess of Five Million Dollars ($5,000,000) or that would materially impair the use or value of the remaining Mortgaged Property.
(g) Environmental Violation. Any material violation of Environmental Laws with respect to the Mortgaged Property, or any release of hazardous materials on, under, in, or from the Mortgaged Property in violation of Environmental Laws that could reasonably be expected to result in material remediation costs or material liability.
Section 7.02 — Cross-Default to Credit Agreement
Without limiting the generality of Section 7.01(a), Grantor acknowledges that Events of Default under the Credit Agreement include, without limitation: (a) failure by any Loan Party to make any payment of principal, interest, fees, or other amounts when due under the Credit Agreement or any other Loan Document; (b) breach by any Loan Party of any financial covenant set forth in the Credit Agreement, including the maximum total leverage ratio of 3.75 to 1.00, the minimum interest coverage ratio of 3.00 to 1.00, and the maximum annual capital expenditure limitation of $45,000,000; (c) breach of any representation, warranty, or non-financial covenant under the Credit Agreement, subject to applicable cure periods; (d) cross-default to other indebtedness of any Loan Party in excess of a specified threshold; (e) the occurrence of an insolvency event with respect to any Loan Party; (f) the entry of one or more judgments against any Loan Party in excess of a specified threshold; (g) a material adverse change with respect to any Loan Party; (h) invalidity or unenforceability of any Loan Document; and (i) certain ERISA events. All such Events of Default, and the related definitions, cure periods, notice requirements, and other provisions, are as set forth in the Credit Agreement and are incorporated herein by reference.
ARTICLE VIII — REMEDIES
Section 8.01 — Acceleration
Upon the occurrence and during the continuance of an Event of Default, Beneficiary may, at its option and in its sole discretion (or shall, upon the direction of the Required Lenders under the Credit Agreement), by written notice to Grantor, declare all Obligations immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by Grantor to the fullest extent permitted by applicable law. Upon such declaration, all outstanding principal, accrued and unpaid interest (at the Default Rate), fees, costs, expenses, and all other amounts payable under the Loan Documents shall become immediately due and payable.
Section 8.02 — Foreclosure by Power of Sale
(a) Upon the occurrence and during the continuance of an Event of Default, and following any acceleration of the Obligations pursuant to Section 8.01 above, Trustee may, upon the written request of Beneficiary, sell the Mortgaged Property, or any part thereof, at public auction to the highest bidder, in accordance with the provisions of Virginia Code § 55.1-320 et seq. and all other applicable provisions of Virginia law governing foreclosure sales under deeds of trust.
(b) Prior to any such sale, Trustee shall give notice of the time, place, and terms of the sale (i) by advertisement published once a week for two (2) successive weeks (with a minimum of fourteen (14) days between the first publication and the date of sale) in a newspaper of general circulation in Fairfax County, Virginia, and (ii) by mailing written notice to Grantor at the address set forth in Section 12.01 hereof, and to such other persons as may be required by applicable Virginia law, in each case in the manner and within the time periods prescribed by Virginia Code § 55.1-320 et seq.
(c) The sale may be conducted at the front door of the Fairfax County Circuit Court, or at such other location as may be specified in the notice of sale and permitted by applicable Virginia law. Trustee may from time to time postpone the sale by announcement made at the time and place appointed for the sale or for any adjournment thereof.
(d) Upon completion of the sale, Trustee shall execute and deliver to the purchaser a trustee's deed conveying the Mortgaged Property, or the portion thereof sold, without warranty and without representation or covenant of any kind, other than as may be required by Virginia law. Grantor hereby irrevocably appoints Trustee as Grantor's attorney-in-fact, coupled with an interest, to execute such trustee's deed on behalf of Grantor.
(e) The proceeds of any foreclosure sale shall be applied in the following order of priority: (i) first, to the payment of all costs and expenses of the sale, including Trustee's fees and commissions, reasonable attorneys' fees and disbursements, and all costs of advertising, recording, and other expenses incurred by Trustee or Beneficiary; (ii) second, to the payment of all amounts owed to Beneficiary for the account of the Secured Parties, including all outstanding principal, accrued and unpaid interest, fees, costs, expenses, and other Obligations, in such order and manner as the Administrative Agent shall direct in accordance with Section 2.13 and Article VIII of the Credit Agreement; and (iii) third, the surplus, if any, to Grantor or to such other person or persons as may be entitled thereto under applicable Virginia law.
Section 8.03 — Judicial Foreclosure
In the alternative, or in addition to foreclosure by power of sale under Section 8.02, Beneficiary may institute judicial foreclosure proceedings in the Circuit Court of Fairfax County, Virginia, or in any other court of competent jurisdiction, in accordance with applicable Virginia law. In any such proceeding, Gran