Common use of Creation of Security Interest Clause in Contracts

Creation of Security Interest. This Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security interest in (a) the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). If an Event of Default shall exist, (i) Mortgagee, in addition to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least five (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem proper.

Creation of Security Interest. This Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning or any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestLoan Documents, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, each Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (aincluding, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the Mortgaged Propertytrustee, and administrator or receiver (bor their respective nominees, collateral agents or collateral trustees) the personal property identified on Exhibit B attached hereto whether now of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or hereafter existingany other Person permitted to issue covered mortgage bonds, in each case to the fullest extent that the same under German Pfandbrief legislation, as such legislation may be subject amended and in effect from time to the Uniform Commercial Code time, on any substitute or successor legislation (all of such personal property so subject to the Uniform Commercial Code, the a “Personal Property CollateralPfandbrief Pledge”). If an Event In the event that the interest of Default shall exista Lender that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledge thereof, (i) Mortgagee, in addition to any other rights and remedies that it may have, such Lender shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights no further liability hereunder with respect to the Personal Property Collateral. Any notice interest that was the subject of sale, disposition or other intended action by Mortgagee such transfer and the assignee shall be Lender with respect to the Personal Property Collateral sent such interest. Lender shall not be required to Mortgagor in accordance with the provisions notify Borrower of this Mortgage at least five any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (315) Business Days after request therefor is made by Agent, any reasonable documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any such notice. The proceeds of any sale documents and amendments which would increase Borrower’s affirmative obligations or disposition decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Loan other than to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem propera de minimis extent.

Creation of Security Interest. This Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning With respect to any portion of the Uniform Commercial Code. The Mortgaged Property includes both real and personal Estate which constitutes Personal Property, fixtures or other property and all other rights and interestgoverned by the UCC, whether tangible or intangible in natureincluding, of Mortgagor in without limitation, the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering Collateral, this Mortgage has granted shall constitute a security agreement between Fine Host as the debtor and the Administrative Agent as the secured party, and Fine Host hereby grants to Mortgageethe Administrative Agent, as security for the Obligationsratable benefit of the Banks, a security interest in (a) such portion of the Mortgaged PropertyEstate. Cumulative of all other rights of the Administrative Agent hereunder, the Administrative Agent shall have all of the rights conferred upon secured parties by the UCC. Fine Host will execute and deliver to the Administrative Agent all financing and continuation statements and other information that are from time to time required or appropriate to establish and maintain the validity and priority of the security interest of the Administrative Agent, or any modification thereof, and (b) pay all costs and expenses of any searches required by the personal property identified on Exhibit B attached hereto whether now Administrative Agent. The Administrative Agent may exercise any or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of the remedies of a secured party available to it under the UCC with respect to such personal property so subject to the Uniform Commercial Codeproperty, the “Personal Property Collateral”). If and it is expressly agreed that if upon an Event of Default shall exist, (ias herein defined) Mortgagee, in addition the Administrative Agent should proceed to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession dispose of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor property in accordance with the provisions of this Mortgage at least five the UCC, seven (57) Business Days prior days' notice by the Administrative Agent to such sale, disposition or other action, Fine Host shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning notice under any provision of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after UCC requiring such notice; provided, however, that the Administrative Agent may at its option dispose of such property in accordance with the Administrative Agent's rights and remedies with respect to the real property pursuant to the provisions of this Mortgage, in lieu of proceeding under the UCC. The proceeds Without in any way derogating from the Administrative Agent's consent rights contained in Section 1.21 hereof, Fine Host shall give advance notice in writing to the Administrative Agent of any sale proposed change in Fine Host's name, identity, address, or disposition business form or structure and will execute and deliver to the Administrative Agent, prior to or concurrently with the occurrence of any such change, all additional financing statements that the Administrative Agent may require to establish and maintain the validity and priority of the Personal Property CollateralAdministrative Agent's security interest with respect to any of the Mortgaged Estate described or referred to herein. Some of the items of the Mortgaged Estate described herein are goods that are or are to become fixtures related to the Property, or any part thereofand it is intended that as to those goods, this Mortgage shall be effective as a financing statement filed as a fixture filing from the date of its filing for record in the real estate records of the county in which the Mortgaged Estate is situated. Information concerning the security interest created by this instrument may be applied by Mortgagee to obtained from the payment Administrative Agent, as secured party, and from Fine Host, as debtor, at the addresses stated in Section 6.04 of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem properthis Mortgage.

Creation of Security Interest. This Mortgage Deed of Trust constitutes both a real property mortgage and a “"security agreement”", within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor Grantor in the Mortgaged Property whether now or hereafter existing. Mortgagor Grantor by executing and delivering this Mortgage Deed of Trust has granted and hereby grants to MortgageeBeneficiary, as security for the Obligations, a security interest in (a) the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto hereto, whether now or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “"Personal Property Collateral”"). If an Event of Default shall exist, (i) MortgageeBeneficiary, in addition to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee Beneficiary may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of MortgageeBeneficiary, Mortgagor Grantor shall, at Mortgagor’s Grantor's sole expense, assemble the Personal Property Collateral and make it available to Mortgagee Beneficiary at a convenient place acceptable to MortgageeBeneficiary. Mortgagor Grantor shall pay to Mortgagee Beneficiary on demand any and all expenses, including reasonable attorneys’ ' fees, costs and disbursements, incurred or paid by Mortgagee Beneficiary in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee Beneficiary with respect to the Personal Property Collateral sent to Mortgagor Grantor in accordance with the provisions of this Mortgage Deed of Trust at least five ten (510) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to MortgagorGrantor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor Grantor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Beneficiary to the payment of the Obligations in such priority and proportions as Mortgagee Beneficiary in its discretion shall deem proper.

Creation of Security Interest. This Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning or any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestLoan Documents, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (aincluding, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the Mortgaged Propertytrustee, and administrator or receiver (bor their respective nominees, collateral agents or collateral trustees) the personal property identified on Exhibit B attached hereto whether now of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or hereafter existingany other Person permitted to issue covered mortgage bonds, in each case to the fullest extent that the same under German Pfandbrief legislation, as 122 such legislation may be subject amended and in effect from time to the Uniform Commercial Code time, on any substitute or successor legislation (all of such personal property so subject to the Uniform Commercial Code, the a “Personal Property CollateralPfandbrief Pledge”). If an Event In the event that the interest of Default shall existLender that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledge thereof, (i) Mortgagee, in addition to any other rights and remedies that it may have, Lender shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights no further liability hereunder with respect to the Personal Property Collateral. Any notice interest that was the subject of sale, disposition or other intended action by Mortgagee such transfer and the assignee shall be Lender with respect to the Personal Property Collateral sent such interest. Lender shall not be required to Mortgagor in accordance with the provisions notify Borrower of this Mortgage at least five any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (315) Business Days after request therefor is made by Lender, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Lender in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any such notice. The proceeds of any sale documents and amendments which would increase Borrower’s affirmative obligations or disposition decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Loan other than to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem propera de minimis extent.

Creation of Security Interest. This Mortgagor and Mortgagee agree that this Mortgage constitutes both shall constitute a real property mortgage and a “security agreement”, Security Agreement within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants Code with respect to Mortgagee, as security for the Obligations, a security interest in (a) the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). If an Event of Default shall exist, (i) Mortgagee, in addition to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under sums at any time on deposit for the Uniform Commercial Code, including the right to take possession benefit of the Personal Property Collateral, Mortgagee or held by Mortgagee (whether deposited by or on behalf of Mortgagor or any part thereof, and one else) pursuant to take such other measures as Mortgagee may deem necessary for the care, protection and preservation any of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least five (5“Deposits”), and (ii) Business Days prior to such saleany Personal Property and other rights and interests of Mortgagor included in the granting clauses of this Mortgage, disposition which Personal Property or other action, shall constitute reasonable notice to Mortgagor, rights and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively interests may not be deemed to be commercially reasonable form a part of the Property described in Exhibit A hereto or may not constitute a “fixture” (within the meaning of Section 9-313 of the Code), and all replacements and substitutions of and for such Personal Property, and the proceeds thereof (all of said Personal Property and the replacements and substitutions thereto and the proceeds thereof and other rights and interests of Mortgagor being sometimes hereinafter collectively referred to as the “Collateral”), and that a security interest in and to the Collateral and the Deposits is hereby granted to Mortgagee, and the Collateral and the Deposits and all of Mortgagor’s right, title and interest therein are hereby assigned to Mortgagee, all to secure payment of the indebtedness hereby secured and to secure performance by Mortgagor of the terms, covenants and provisions hereof. In the event of an event of default under this Mortgage, Mortgagee shall have the option of exercising any or all of the “Secured Party Remedies” as set forth in Section 3.2(f) hereof, above. The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited to, reasonable attorneys’ fees and legal expenses incurred by Mortgagee. Mortgagor shall, from time to time, on request of Mortgagee, deliver to Mortgagee an inventory of the Collateral in reasonable detail. In compliance with the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property CollateralState of Idaho, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem proper.following information is set forth:

Creation of Security Interest. This Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning or any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestLoan Documents, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (aincluding, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the Mortgaged Propertytrustee, and administrator or receiver (bor their respective nominees, collateral agents or collateral trustees) the personal property identified on Exhibit B attached hereto whether now of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or hereafter existingany other Person permitted to issue covered mortgage bonds, in each case to the fullest extent that the same under German Pfandbrief legislation, as such legislation may be subject amended and in effect from time to the Uniform Commercial Code time, on any substitute or successor legislation (all of such personal property so subject to the Uniform Commercial Code, the a “Personal Property CollateralPfandbrief Pledge”). If an Event In the event that the interest of Default shall existLender that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledge thereof, (i) Mortgagee, in addition to any other rights and remedies that it may have, Lender shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights no further liability hereunder with respect to the Personal Property Collateral. Any notice interest that was the subject of sale, disposition or other intended action by Mortgagee such transfer and the assignee shall be Lender with respect to the Personal Property Collateral sent such interest. Lender shall not be required to Mortgagor in accordance with the provisions notify Borrower of this Mortgage at least five any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (315) Business Days after request therefor is made by Lender, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Lender in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any such notice. The proceeds of any sale documents and amendments which would increase Borrower’s affirmative obligations or disposition decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Loan other than to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem propera de minimis extent.

Creation of Security Interest. This Mortgage constitutes both Deed of Trust creates a ----------------------------- Lien on the Property, and to the extent the Property is not real property mortgage and under applicable law (such Property hereinafter referred to as the "Secured ------- Property"), this Deed of Trust constitutes a “security agreement”, within agreement under the meaning of the -------- California Uniform Commercial CodeCode and any other applicable law. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, grant of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a security interest to Beneficiary in (a) the Mortgaged Propertygranting clauses of this Deed of Trust shall not be construed to derogate from or impair the Lien or provisions of or the rights of Beneficiary under this Deed of Trust with respect to any property described herein which is real property or which the parties have agreed to treat as real property. If required by Beneficiary, at any time during the term of this Deed of Trust, Trustor will execute and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existingdeliver to Beneficiary, in each case form satisfactory to Beneficiary, additional security agreements, financing statements and/or other instruments covering all Personal Property or fixtures of Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to the fullest extent that Real Property or used, useful or held for use, in the same operation of the Improvements. Trustor hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and file with the appropriate filing officer or office such security agreements, financing statements and/or other instruments as Beneficiary may be subject reasonably request or reasonably require in order to impose and perfect the Uniform Commercial Code (all of such personal property so subject to Lien and security interest hereof more specifically on the Uniform Commercial Code, the “Personal Property Collateral”)or any fixtures. If an Event of Default shall exist, (i) Mortgagee, in addition Trustor enters into a separate security agreement with Beneficiary relating to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateralor fixtures, the terms of such security agreement shall govern the rights and remedies of Beneficiary in the event of a default thereunder. It is understood and agreed that, in order to protect Beneficiary from the effect of California Uniform Commercial Code Section 9313, as amended from time to time, in the event that (i) Trustor intends to purchase any goods which may become fixtures attached to the Premises, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available such goods will be subject to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid purchase money security interest held by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least five (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, a seller or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem proper.other party:

Creation of Security Interest. This Mortgage constitutes both Borrower hereby grants to Bank a real continuing security interest in all presently existing and hereafter arising Collateral in order to secure prompt repayment of any and all Indebtedness owed by Borrower to Bank and in order to secure prompt performance by Borrower of each and all of its covenants and obligations under this Agreement and otherwise created. Bank's security interest in the Collateral shall attach to all Collateral without further act on the part of Bank or Borrower. In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Borrower, immediately upon the request of Bank, shall (a) endorse or assign such Negotiable Collateral to Bank, (b) deliver actual physical possession of such Negotiable Collateral to Bank, and (c) xxxx conspicuously all of its records pertaining to such Negotiable Collateral with a legend, in form and substance satisfactory to Bank (and in the case of Negotiable Collateral consisting of tangible chattel paper, immediately xxxx all such tangible chattel paper with a conspicuous legend in form and substance satisfactory to Bank), indicating that the Negotiable Collateral is subject to the security interest granted to Bank hereunder. Bank's security interest in the Accounts shall attach to all Accounts without further act on the part of Bank or Borrower. Upon request from Bank, Borrower shall provide Bank with schedules describing all Accounts created or acquired by Borrower (including without limitation agings listing the names and addresses of, and amounts owing by date by account debtors), and shall execute and deliver written assignments of all Accounts to Bank all in a form acceptable to Bank; provided, however, Borrower's failure to execute and deliver such schedules and/or assignments shall not affect or limit Bank's security interest and other rights in and to the Accounts. Together with each schedule, Borrower shall furnish Bank with copies of Borrower's customers' invoices or the equivalent, and original shipping or delivery receipts for all merchandise sold, and Borrower warrants the genuineness thereof. Upon the occurrence of an Event of Default, Bank or Bank's designee may notify customers or account debtors of Bank's security interest in the Collateral and direct such customers or account debtors to make payments directly to Bank, but unless and until Bank does so or gives Borrower other written instructions, Borrower shall collect all Accounts for Bank, receive in trust all payments thereon as Bank's trustee, and, if so requested to do so from Bank, Borrower shall immediately deliver said payments to Bank in their original form as received from the account debtor and all letters of credit, advices of credit, instruments, documents, chattel paper or any similar property mortgage and a “security agreement”evidencing or constituting Collateral. Notwithstanding anything to the contrary contained herein, within the meaning if sales of the Uniform Commercial CodeInventory are made for cash, Borrower shall immediately deliver to Bank, in identical form, all such cash, checks, or other forms of payment which Borrower receives. The Mortgaged Property includes both real receipt of any check or other item of payment by Bank shall not be considered a payment on account until such check or other item of payment is honored when presented for payment, in which event, said check or other item of payment shall be deemed to have been paid to Bank two (2) calendar days after the date Bank actually receives such check or other item of payment. Bank's security interest in Inventory shall attach to all Inventory without further act on the part of Bank or Borrower. Borrower will at Borrower's expense pledge, assemble and personal property deliver such Inventory to Bank or to a third party as Bank's bailee; or hold the same in trust for Bank's account or store the same in a warehouse in Bank's name; or deliver to Bank documents of title representing said Inventory; or evidence of Bank's security interest in some other manner acceptable to Bank. Until a default by Borrower under this Agreement or any other Agreement between Borrower and Bank, Borrower may, subject to the provisions hereof and consistent herewith, sell the Inventory, but only in the ordinary course of Borrower's business. A sale of Inventory in Borrower's ordinary course of business does not include an exchange or a transfer in partial or total satisfaction of a debt owing by Borrower. Concurrently with Borrower's execution of this Agreement, and at any time or times hereafter at the request of Bank, Borrower shall (a) execute and deliver to Bank security agreements, mortgages, assignments, certificates of title, affidavits, reports, notices, schedules of accounts, letters of authority and all other rights documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, a maintain perfected Bank's security interest in the Collateral and in order to fully consummate all of the transactions contemplated under this Agreement, (ab) the Mortgaged Propertycooperate with Bank in obtaining a control agreement in form and substance satisfactory to Bank with respect to all deposit accounts, electronic chattel paper, investment property, and letter-of-credit rights, and (bc) in the personal property identified on Exhibit B attached hereto whether now event that any Collateral is in the possession of a third party, Borrower shall join with Bank in notifying such third party of Bank's security interest and obtaining an acknowledgment from such third party that it is holding such Collateral for the benefit of Bank. By authenticating or hereafter existingbecoming bound by this Agreement, Borrower authorizes the filing of initial financing statement(s), and any amendment(s) covering the Collateral to perfect and maintain perfected Bank's security interest in each case to the fullest extent that Collateral. Upon the same may be subject to the Uniform Commercial Code (all occurrence of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). If an Event of Default shall existDefault, Borrower hereby irrevocably makes, constitutes and appoints Bank (iand any of Bank's officers, employees or agents designated by Bank) Mortgageeas Borrower's true and lawful attorney-in-fact with power to sign the name of Borrower on any security agreement, mortgage, assignment, certificate of title, affidavit, letter of authority, notice of other similar documents which must be executed and/or filed in addition order to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under perfect or continue perfected Bank's security interest in the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures actions in its own name or in Borrower's name as Mortgagee Bank, in its sole discretion, deems necessary or appropriate to establish exclusive possession or control (as defined in the Uniform Commercial Code) over any Collateral of such nature that perfection of Bank's security interest may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request be accomplished by possession or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and control. Borrower shall make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee appropriate entries in protecting its Borrower's Books disclosing Bank's security interest in the Personal Property Collateral and in enforcing Accounts. Bank (through any of its rights hereunder with respect to officers, employees or agents) shall have the Personal Property Collateral. Any notice of saleright at any time or times hereafter, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least five (5) Business Days prior to such sale, disposition or other action, shall constitute provided that reasonable notice to Mortgagoris provided, and during Borrower's usual business hours, or during the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds usual business hours of any sale third party having control over the records of Borrower, to inspect and verify Borrower's Books in order to verify the amount or disposition of the Personal Property Collateralcondition of, or any part thereofother matter, relating to, said Collateral and Borrower's financial condition. Effective only upon the occurrence of an Event of Default, Borrower appoints Bank or any other person whom Bank may be applied designate as Borrower's attorney-in-fact, with power: to endorse Borrower's name on any checks, notes, acceptances, money order, drafts or other forms of payment or security that may come into Bank's possession; to sign Borrower's name on any invoice or xxxx of lading relating to any Accounts, on drafts against account debtors, on schedules and assignments of Accounts, on verifications of Accounts and on notices to account debtors; to establish a lock box arrangement and/or to notify the post office authorities to change the address for delivery of Borrower's mail addressed to Borrower to an address designated by Mortgagee Bank, to receive and open all mail addressed to Borrower, and to retain all mail relating to the payment Collateral and forward all other mail to Borrower; to send, whether in writing or by telephone, requests for verification of Accounts; and to do all things necessary to carry out this Agreement. Borrower ratifies and approves all acts of the Obligations attorney-in-fact. Neither Bank nor its attorney-in-fact will be liable for any acts or omissions or for any error of judgement or mistake of fact or law. This power being coupled with an interest, is irrevocable so long as any Accounts in such priority which Bank has a security interest remain unpaid and proportions as Mortgagee until the Indebtedness has been fully satisfied. In order to protect or perfect any security interest which Bank is granted hereunder, Bank may, in its discretion sole discretion, discharge any lien or encumbrance or bond the same, pay any insurance, maintain guards, warehousemen, or any personnel to protect the Collateral, pay any service bureau, or, obtain any records, and all costs for the same shall deem properbe added to the Indebtedness and shall be payable on demand. Borrower agrees that Bank may provide information relating to this Agreement or relating to Borrower to Bank's parent, affiliates, subsidiaries and service providers.

Creation of Security Interest. This Mortgage constitutes both a real property mortgage Issuer hereby grants to Agent, for the ratable benefit of each Holder, to secure the payment and a “security agreement”, within the meaning performance in full of all of the Uniform Commercial CodeObligations, a continuing security interest in, and pledges to Agent, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The Mortgaged Property includes both real Issuer hereby authorizes Agent to file financing statements, without notice to Issuer, at Issuer’s expense, with all appropriate jurisdictions to perfect or protect Agent’s interest or rights hereunder. If this Agreement is terminated, Agent’s Lien in the Collateral granted hereunder shall continue until the Obligations (other than inchoate indemnity obligations, and personal any other obligations which, by their terms, are to survive the termination of this Agreement) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations, and any other obligations which, by their terms, are to survive the termination of this Agreement), Agent’s Lien shall be automatically released and all rights therein shall revert to Issuer, at which time Agent shall promptly execute and deliver to Issuer, at Issuer’s expense, all documents (including relevant certificates, securities and other instruments) that Issuer shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by Issuer to effect such release, including delivery of certificates, securities and instruments. Without limiting the foregoing: Issuer hereby pledges, assigns and grants to Agent, for the ratable benefit of each Holder, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other rights cash and interest, whether tangible or intangible in nature, noncash proceeds of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgageeforegoing, as security for the performance of the Obligations. Subject to the prior satisfaction of the Senior Debt, a or upon the written consent of the Senior Lender, the certificate or certificates for the Shares (if any) will be delivered to Agent, accompanied by an instrument of assignment duly executed in blank by Issuer. To the extent required by the terms and conditions governing the Shares, Issuer shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, but subject to the prior satisfaction of the Senior Debt, Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Agent or its transferee. Subject to the prior satisfaction of the Senior Debt, or upon the written consent of the Senior Lender, Issuer will execute and deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in (a) the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existing, in each case to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”)Shares. If Unless an Event of Default shall existhave occurred and be continuing, (i) Mortgagee, in addition Issuer shall be entitled to exercise any other voting rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property CollateralShares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. Any notice All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of salean Event of Default. Agent reserves the right, disposition subject to the prior satisfaction of the Senior Debt, or other intended action by Mortgagee upon the written consent of the Senior Lender, to take such steps in any jurisdiction of organization of any Foreign Subsidiary to perfect and maintain the perfection of any security interest granted with respect to the Personal Property Shares (and any assets, as applicable) of any Foreign Subsidiary. Notwithstanding anything herein to the contrary, Issuer shall not be required to take any steps to obtain, perfect or maintain the perfection of any Lien granted with respect to the Collateral sent to Mortgagor if and for so long as, in accordance with the provisions sole judgment of this Mortgage at least five (5) Business Days prior to such saleAgent, disposition the cost, difficulty, burden or other actionconsequences of obtaining, shall constitute reasonable notice to Mortgagor, and the method of sale perfecting or disposition or other intended action set forth or specified maintaining a Lien in such notice shall conclusively be deemed to be commercially reasonable within Collateral exceeds the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee practical benefits to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem properHolders afforded thereby.

Creation of Security Interest. This Mortgage constitutes both is a real property mortgage mortgage, a "security agreement," a "financing statement" and a “security agreement”, "fixture filing" within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both Mortgage real and personal property and all other rights and interestinterests, whether tangible or intangible in nature, of Mortgagor Borrower in the Mortgaged Property whether now or hereafter existingProperty. Mortgagor by By executing and delivering this Mortgage has granted and Mortgage, Borrower hereby grants to MortgageeLender, as security for the ObligationsObligations (as hereinafter defined), a security interest in (a) the Mortgaged PropertyFixtures, the Equipment, the Personal Property and (b) the personal other property identified on Exhibit B attached hereto whether now or hereafter existing, in each case constituting the Property to the fullest full extent that the same Fixtures, the Equipment, the Personal Property and the Property may be subject to the Uniform Commercial Code (all said portion of such personal property the Property so subject to the Uniform Commercial Code, Code being called the “Personal Property "Collateral”"). If an Event of Default shall existoccur and be continuing, (i) MortgageeLender, in addition to any other rights and remedies that which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including including, without limiting the generality of the foregoing, the right to take possession of the Personal Property Collateral, Collateral or any part thereof, and to take such other measures as Mortgagee Lender may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon Collateral. Upon request or demand of MortgageeLender after the occurrence and during the continuance of an Event of Default, Mortgagor Borrower shall, at Mortgagor’s sole its expense, assemble the Personal Property Collateral and make it available to Mortgagee Lender at a convenient place (at the Land if tangible property) reasonably acceptable to MortgageeLender. Mortgagor Borrower shall pay to Mortgagee on Lender immediately following written demand any and all expenses, including reasonable including, without limitation, reasonable, actual attorneys’ fees, costs fees and disbursementscosts, incurred or paid by Mortgagee Lender in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property CollateralCollateral after the occurrence and during the continuance of an Event of Default. Any notice of sale, disposition or other intended action by Mortgagee Lender with respect to the Personal Property Collateral sent to Mortgagor Borrower in accordance with the provisions of this Mortgage hereof at least five twenty (520) Business Days days prior to such sale, disposition or other action, shall shall, except as otherwise provided by applicable law, constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such noticeBorrower. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may may, except as otherwise required by applicable law, be applied by Mortgagee Lender to the payment repayment of the Obligations Debt in such priority identified in the Loan Documents or if not so identified in such priority and such proportions as Mortgagee Lender in its sole discretion shall deem proper. Borrower’s (debtor’s) principal place of business is as set forth on the first page hereof and the address of Lender (secured party) is as set forth on the first page hereof. Borrower and Lender agree that the foregoing is intended to grant in favor of Lender a first priority continuing lien and security interest in all of the Borrower’s assets. The Borrower authorizes the Lender and its counsel to file Uniform Commercial Code financing statements in form and substance satisfactory to the Lender describing the collateral as all assets of the Borrower. This Mortgage shall also be effective as a "fixture filing" as to Property which is or is to become fixtures. Information concerning the security interest herein granted may be obtained from the parties at the addresses of the parties set forth in this Mortgage.

Creation of Security Interest. This Mortgage constitutes both a real property mortgage and a “security agreement”, within Pursuant to the meaning provisions of the California Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and Pledgor hereby grants to Mortgageethe Company, as security for and the ObligationsCompany hereby accepts, a first and present security interest in (a) the Mortgaged PropertySecurities, (b) all Dividends (as defined in Section 5), and (bc) all proceeds of the personal property identified on Exhibit B attached hereto whether now or hereafter existingOptions, in the Securities and all Dividends, to secure payment of the Note and performance of all Pledgor's obligations under this Pledge Agreement. Pledgor herewith agrees to deliver, upon each case and every exercise of any Option, the stock certificate issued representing all Securities issued upon each such exercise (each such stock certificate, a "CERTIFICATE") to the fullest extent Secretary of the Company or other designee of the Company (the "ESCROW HOLDER"), who is hereby appointed to hold all such Certificates in escrow and to take all actions and to effectuate all such transfers and/or releases of such Securities as are in accordance with the terms of the Loan Documents. Pledgor and the Company agree that the same may Escrow Holder will not be subject liable to the Uniform Commercial Code any party to this Pledge Agreement (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). If an Event of Default shall exist, (i) Mortgagee, in addition or to any other rights and remedies that it party) for any actions or omissions unless the Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under the Loan Documents. Escrow Holder may haverely upon any letter, shall have notice or other document executed by any signature purported to be genuine and may exercise immediately rely on the advice of counsel and without demand, obey any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession order of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder court with respect to the Personal Property Collateraltransactions contemplated by the Loan Documents. Any notice Immediately upon each exercise of saleany Option, disposition or other intended the Certificate representing the Securities issued upon such exercise shall, with no further action by Mortgagee Pledgor, be delivered to Escrow Holder, and Pledgor agrees to concurrently therewith execute a stock power covering such Certificate, in the form attached hereto as Exhibit 1 (with respect the date and number of shares left blank), and to cause Pledgor's spouse (if any) to execute such stock power, and to deliver such stock power to the Personal Property Collateral sent to Mortgagor in accordance with the provisions Escrow Holder. For purposes of this Mortgage at least five (5) Business Days prior to such salePledge Agreement, disposition or other actionthe Securities, shall constitute reasonable notice to Mortgagor, all Dividends and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning all proceeds of the Uniform Commercial Code unless objected Options, the Securities and all Dividends will hereinafter collectively be referred to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of as the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem proper"COLLATERAL."

Creation of Security Interest. This Mortgage constitutes both Deed of Trust shall constitute a real property mortgage security agreement between Grantor as the Debtor and a “security agreement”Beneficiary as the Secured Party, within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and Grantor hereby grants to Mortgagee, as security for the Obligations, Beneficiary a security interest in (a) such of the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existingEstate as may, in each case to the fullest extent that the same may be subject to accordance with the Uniform Commercial Code of the State of North Carolina (the "UCC"), be subject to a security interest thereunder (herein, the "UCC Property"). Cumulative of all other rights of Beneficiary hereunder, Beneficiary shall have all of such personal property so subject the rights conferred upon secured parties by the UCC. Grantor will execute and deliver to Beneficiary all financing statements that may from time to time be reasonably required by Beneficiary to establish and maintain the validity and priority of the security interest of Beneficiary and pay all costs and expenses of any searches reasonably required by Beneficiary. Beneficiary may exercise any or all of the remedies of a secured party available to it under the UCC with respect to the Uniform Commercial CodeUCC Property, the “Personal Property Collateral”). If and it is expressly agreed that if upon an Event of Default shall exist, (i) Mortgagee, in addition Beneficiary should proceed to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession dispose of the Personal UCC Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least the UCC, five (5) Business Days prior days' notice by Beneficiary to such sale, disposition or other action, Grantor shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning notice under any provision of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after UCC requiring such notice; provided, that, to the extent permitted by applicable law, Beneficiary may at its option dispose of the UCC Property in accordance with Beneficiary's rights and remedies with respect to the Mortgaged Estate pursuant to the provisions of this Deed of Trust in lieu of proceeding under the UCC. Grantor shall give advance notice in writing to Beneficiary of any proposed change in Grantor's name, identity, or business form or structure and will execute and deliver to Beneficiary, prior to or concurrently with the occurrence of any such change, all additional financing statements that Beneficiary may require to establish and maintain the validity and priority of Beneficiary's security interest with respect to any of the UCC Property. Grantor hereby appoints Beneficiary as its attorney-in-fact to execute and file on its behalf any financing statements, continuation statements or other statements in connection therewith which Beneficiary deems necessary or reasonably advised, to preserve and maintain the priority of the lien hereof, or to extend the effectiveness hereof, under the UCC or any other laws that may hereafter become applicable. This power, being coupled with an interest, shall be irrevocable so long as any of the Secured Obligations remains unpaid. This Deed of Trust shall be effective as a financing statement filed as a fixture filing from the date of its filing for record in the real estate records of the county in which the UCC Property is situated. Information concerning the security interest created by this Deed of Trust may be obtained from Beneficiary, as secured party, at the address of Beneficiary stated above. The proceeds mailing address of any sale or disposition Grantor, as debtor, is as stated in the introductory paragraph of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment this Deed of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem properTrust.

Creation of Security Interest. This Mortgage constitutes both a real property mortgage and a “As security agreement”, within the meaning of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and for all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether Indebtedness now or ----------------------------- hereafter existing. Mortgagor by executing outstanding from the Borrower to the Bank under the Borrower Advances Agreement, Pledgor hereby assigns, transfers and delivering this Mortgage has granted pledges to the Bank, and hereby grants to Mortgagee, as security for the Obligations, Bank a security interest in, certain property which is (i) specifically listed and identified in Attachment A hereto or any amendment thereto or any substitute Attachment A that may be provided by the Pledgor with the agreement of the Bank from time to time, or (ii) all of the proceeds of the foregoing (collectively, the "Pledgor Collateral"). The Pledgor Collateral shall constitute Collateral for all purposes under the Borrower Advances Agreement and, in addition to any rights or duties with respect to the Pledgor Collateral created by this Pledge Agreement, the Pledgor and the Bank shall have the same rights and duties with respect to the Pledgor Collateral as do Borrower and the Bank, respectively, with respect to Collateral under the Borrower Advances Agreement; provided, however, that if the Bank has not requested or required delivery of Pledgor Collateral in accordance with Paragraph 3 below, then (a) Borrower shall, at all times, hold the Mortgaged PropertyPledgor Collateral in trust for the benefit of, and subject to the direction and control of, the Bank and physically safeguard the Pledgor Collateral with at least the same degree of care as the Borrower uses in physically safeguarding its other property; and, if so requested by the Bank in writing, and (b) Borrower shall hold each set of First Mortgage Documents and all Other Mortgage Documents which are a part of the personal property identified on Exhibit B attached hereto whether now Pledgor's Collateral in a separate file folder with each file folder clearly labeled with the loan identification number and the name of the borrower(s). Each such file folder shall be clearly marked or hereafter existingstamped with the statement: "The Mortgage/Deed of Trust and Note Relating to this Loan Have Been Assigned to the Federal Home Loan Bank of Atlanta" or such other statement that may be approved by the Bank from time to time. If so requested by the Bank, in each case writing, Borrower shall physically segregate First Mortgage Documents and Other Mortgage Documents which are a part of such Pledgor Collateral from all other property of the Borrower or the Pledgor in a manner satisfactory to the fullest extent that the same may be subject to the Uniform Commercial Code (all of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”). If an Event of Default shall exist, (i) Mortgagee, in addition to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personal Property Collateral sent to Mortgagor in accordance with the provisions of this Mortgage at least five (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem properBank.

Creation of Security Interest. This Mortgage constitutes both is hereby made and declared to be a real security agreement encumbering each and every item of personal property mortgage and included herein as a part of the Mortgaged Property (referred to in this Article IV as the “security agreementPersonalty”), within in compliance with the meaning provisions of the Uniform Commercial CodeCode (the “UCC”). The Mortgaged Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor Grantor by executing and delivering this Mortgage has granted and hereby grants to MortgageeGrantee, as security for the Secured Obligations, a security interest in (a) the Mortgaged Property, and (b) the personal property identified on Exhibit B attached hereto whether now or hereafter existing, in each case Personalty. The remedies for any Event of Default with respect to the fullest extent that covenants, terms and conditions of the same may security agreement contained in this Mortgage shall be subject to as prescribed herein, or as prescribed by general law, or as prescribed by the Uniform Commercial Code (UCC, all at Grantee’s election in the discretion of such personal property so subject to the Uniform Commercial Code, the “Personal Property Collateral”)Grantee. If After occurrence of an Event of Default shall exist, (i) Mortgagee, in addition to any other rights and remedies that it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default for which no cure period is provided under the Uniform Commercial CodeLoan Documents or which is not cured within the cure period applicable thereto, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand by Grantee, Grantor shall at its expense assemble all of Mortgageethe Personalty with respect to which such request or demand is made, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it the same available to Mortgagee Grantee at a convenient place upon the Land (or within Improvements upon the Land, as may be appropriate for the protection of such Personalty) acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights hereunder with respect to the Personal Property CollateralGrantee. Any notice of sale, disposition or other intended action by Mortgagee Grantee with respect to the Personal Property Collateral Personalty sent to Mortgagor Grantor in accordance with the provisions of this Mortgage hereof relating to communications at least five ten (510) Business Days days prior to such sale, disposition or other action, action shall constitute adequate and reasonable notice to MortgagorGrantor of such action. Grantor and Grantee agree that all property used in connection with the production of income from the Mortgaged Property or adapted for use therein or which is described or reflected in this Mortgage, is, and at all times and for all purposes and in all proceedings, legal or equitable, shall be, regarded as part of the real estate mortgaged hereunderand that the filing of any financing statement or statements in therecords normally having to do with personal property shall not in any way affect such agreement; provided, however, that Grantee may determine in its discretion that certain items of such property constitute personal property and are subject to remedies available with respect to personal property. The mention in any financing statement or statements of rights in and to (a) the proceeds of any insurance policy, or (b) any award in eminent domain proceedings for a taking or for loss of value, or (c) any payment for damage to or losses associated with the Mortgaged Property, or (d) Grantor’s interest as lessor in any present or future lease or rights to income growing out of the use and/or occupancy of the Mortgaged Property shall not in any way limit any of the rights of Grantee as determined by this Mortgage or affect the priority of Grantee’s security interest granted hereby or by any other recorded document, it being understood and agreed that such mention in such financing statement or statements is solely for the protection of Grantee in the event any court shall at any time hold with respect thereto, that notice of Grantee’s priority of interest, to be effective against all persons or against a particular class of persons, must be filed in the UCC records. Except with respect to rental payments and security deposits to the extent specifically provided herein to the contrary, Grantee shall have the right of possession of all cash, securities, instruments, negotiable instruments, documents, certificates and any other evidences of cash or other property or evidences of rights to cash or other property which are now or hereafter a part of the Mortgaged Property, and Grantor shall promptly deliver the same to Grantee without further notice from Grantee. Grantor hereby irrevocably agrees that Grantee may, at the option of Grantee, give notice from time to time to any one or more persons or entities who may have or owe or be expected thereafter to have orowe any payment or other property of any nature which is or may become a part of the Mortgaged Property, of the security interest of Grantee therein or of the right, if any, of Grantee to possession thereof; and, where Grantee has such a right of possession, Grantee may demand of such persons or entities delivery of any such payment or other property directly to Grantee. If Grantee shall at its option so request, Grantor will join in any such notices with Grantee. The names of the “Debtor” and the “Secured Party” (which are Grantor and Grantee, respectively), the address of the “Secured Party” from which information concerning the security interest may be obtained, and the method address of sale or disposition or other intended action “Debtor,” are as set forth in Section 6.05, hereof; and a statement indicating the types, or specified describing the items, of collateral is set forth hereinabove. Grantor agrees to furnish Grantee with notice of any change in such notice shall conclusively be deemed to be commercially reasonable the name, identity, corporate structure, residence, principal place of business, employer’s identification number or mailing address of Grantor within the meaning ten (10) days of the Uniform Commercial Code unless objected to by Mortgagor within three (3) Business Days after such notice. The proceeds effective date of any sale or disposition of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem properchange.

Creation of Security Interest. This Mortgage constitutes both a real property mortgage and a “security agreement”Notwithstanding any other provision set forth in this Agreement, within the meaning Note, the Pledge Agreement or any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestLoan Documents, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, each Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Pledge Agreement and any other Loan Document (aincluding, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the Mortgaged Propertytrustee, and administrator or receiver (bor their respective nominees, collateral agents or collateral trustees) the personal property identified on Exhibit B attached hereto whether now of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or hereafter existingany other Person permitted to issue covered mortgage bonds, in each case to the fullest extent that the same under German Pfandbrief legislation, as such legislation may be subject amended and in effect from time to the Uniform Commercial Code time, on any substitute or successor legislation (all of such personal property so subject to the Uniform Commercial Code, the a “Personal Property CollateralPfandbrief Pledge”). If an Event In the event that the interest of Default shall exista Lender that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledge thereof, (i) Mortgagee, in addition to any other rights and remedies that it may have, such Lender shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights no further liability hereunder with respect to the Personal Property Collateral. Any notice interest that was the subject of sale, disposition or other intended action by Mortgagee such transfer and the assignee shall be Lender with respect to the Personal Property Collateral sent such interest. Lender shall not be required to Mortgagor in accordance with the provisions notify Borrower of this Mortgage at least five any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (315) Business Days after request therefor is made by Agent, any reasonable documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any such notice. The proceeds of any sale documents and amendments which would increase Borrower’s affirmative obligations or disposition decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Loan other than to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem propera de minimis extent.

Creation of Security Interest. This Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage constitutes both a real property mortgage and a “security agreement”, within the meaning or any of the Uniform Commercial Code. The Mortgaged Property includes both real and personal property and all other rights and interestLoan Documents, whether tangible or intangible in nature, of Mortgagor in the Mortgaged Property whether now or hereafter existing. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for the Obligations, each Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (aincluding, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the Mortgaged Propertytrustee, and administrator or receiver (bor their respective nominees, collateral agents or collateral trustees) the personal property identified on Exhibit B attached hereto whether now of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or hereafter existingany other Person permitted to issue covered mortgage bonds, in each case to the fullest extent that the same under German Pfandbrief legislation, as such legislation may be subject amended and in effect from time to the Uniform Commercial Code time, on any substitute or successor legislation (all of such personal property so subject to the Uniform Commercial Code, the a “Personal Property CollateralPfandbrief Pledge”). If an Event In the event that the interest of Default shall exista Lender that is assigned in connection with a Central Bank Pledge is foreclosed upon and transferred to the pledge thereof, (i) Mortgagee, in addition to any other rights and remedies that it may have, such Lender shall have and may exercise immediately and without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code, including the right to take possession of the Personal Property Collateral, or any part thereof, and to take such other measures as Mortgagee may deem necessary for the care, protection and preservation of the Personal Property Collateral and (ii) upon request or demand of Mortgagee, Mortgagor shall, at Mortgagor’s sole expense, assemble the Personal Property Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all expenses, including reasonable attorneys’ fees, costs and disbursements, incurred or paid by Mortgagee in protecting its interest in the Personal Property Collateral and in enforcing its rights no further liability hereunder with respect to the Personal Property Collateral. Any notice interest that was the subject of sale, disposition or other intended action by Mortgagee such transfer and the assignee shall be Lender with respect to the Personal Property Collateral sent such interest. Lender shall not be required to Mortgagor in accordance with the provisions notify Borrower of this Mortgage at least five any Central Bank Pledge or Pfandbrief Pledge. Borrower agrees to execute, within fifteen (5) Business Days prior to such sale, disposition or other action, shall constitute reasonable notice to Mortgagor, and the method of sale or disposition or other intended action set forth or specified in such notice shall conclusively be deemed to be commercially reasonable within the meaning of the Uniform Commercial Code unless objected to by Mortgagor within three (315) Business Days after request therefor is made by Agent, any documents or any amendments, amendments and restatements, and/or modifications to any Loan Documents and/or additional documents (including, without limitation, amended, amended and restated, modified and/or additional promissory notes) and/or estoppel certificates reasonably requested by Agent in order to make the Loan Documents eligible under German Pfandbrief legislation; provided, however, that Borrower shall not be required to enter into any such notice. The proceeds of any sale documents and amendments which would increase Borrower’s affirmative obligations or disposition decrease Borrower’s rights under the Loan Documents or adversely affect the economic or other material terms of the Personal Property Collateral, or any part thereof, may be applied by Mortgagee Loan other than to the payment of the Obligations in such priority and proportions as Mortgagee in its discretion shall deem propera de minimis extent.